The Lost Girl Chronicles Book 1: The Unlikely Girl
by frosty600
Summary: For Sophie Connolly the girl who never seemed to fit anywhere it started with killer mannequins and an invitation to everywhere. For the Doctor it started with a question that grew into a puzzle he was missing the important pieces to. He wanted to solve the mystery that was Sophie and she just wanted to find a place she fit. First in the Lost Girl Chronicles. Doctor/OC
1. Chapter 1 Sophie & Rose

**Disclaimer:** I don't own Doctor Who. I just own Sophie who walked into my head and wouldn't leave.

 **A/N:** Firstly: Hello! Secondly: there isn't really a secondly. I just felt like starting with firstly. I'm excited to be writing again especially for a brand-new fic in a fandom that I haven't written in before.

Also, huge thanks goes to **Maethoriel Artemis** for inspiring me to write this fic and for also doing me the huge favour of reading it over for me. You helped so much! If you haven't checked out her fics, I encourage you to. I love all her Doctor/OC fanfics and always grin like a looney tune when she updates.

 **Chapter 1**

 **Sophie and Rose**

' _Stupid, creepy plastic mannequins of death.'_

Sophie thought edgily as she eyed the male mannequin that was standing motionlessly in front of her in the store she was currently employed in. Which she had fondly named Hen-ra-hell. The mannequin in question was innocently displaying the shirt and shorts that it was dressed in, looking for all the world like it was just a harmless hunk of person-shaped plastic.

Mannequins had always given her the creeps however, so she was hardly convinced by its very convincing act of harmlessness. If she didn't work in a store that sold clothes, she wouldn't be anywhere near the blasted thing with its unseeing eyes and creepy posed arms and legs. She swallowed as she continued to eye the thing. Normally, she'd shove her unease aside as just being paranoid and silly in her aversion. However, her dreams of late had been strange.

In fact, strange and disturbing didn't quiet cover it. In them the mannequins moved! They moved by themselves! Not just moving either, they spread terror. They tried to not only hurt people but to kill them.

It didn't really make any sense to her. She'd never had any proof for her aversion before and yet her dreams. She shivered and fought the urge to rub her hands over her arms, feeling goose flesh rise under the sleeves of her jacket.

So, here she was eyes to chest with a mannequin that was possibly an evil plastic creature in disguise wondering if it was about to spring to life and lunge at her.

"Oi! Connolly!" the irritated voice of her manager drifted over to her making her internally cringe at being caught doing something odd… again, "Your paid to work not to day dream! Hurry up and change the clothes on the mannequin. You don't have all day to stuff about,"

"Yes Sir. Sorry," Sophie apologized, forcing her gaze away from the mannequin to her manager to offer him an apologetic smile that probably came out more as a grimace. Still he nodded and moved on having properly chastised her.

' _Well, at least he didn't think I was doing something odd… well too odd.'_

She breathed out a sigh as she eyed the mannequin again. Her fingers twitching at her sides as she squared off with the stupid plastic death trap. Slowly she reached out and began doing her job. Grimacing as she removed the arms to make her life a little easier.

She bit her lip as she set them down on the ground one after the other. She wished that she could just discount them as just weird dreams fuelled by too much coffee or too much sugar, but well… all too often her dreams came true. In fact, if she dreamed at all, it was usually some strange vision that made no sense or if it did it was maddeningly unhelpful.

She huffed a little as the shirt still fought her attempts to remove it and she dreaded trying to take the shorts off the damnable thing.

' _You're probably being stupid!'_ she scolded herself. _'Killer mannequins? Can you say manifestations of your fear?'_

The fabric of the shirt against her fingers reminded her uneasily of the fact that she wasn't wearing her gloves. She wasn't allowed to wear them whilst she worked. Which wasn't so bad… it wasn't like her job involved touching. Still it left her disconcerted, probably always would. She was so used to the cloth of her gloves against her fingers. The barrier the best protection she had against the visions that would sometimes assault her upon touching some else's skin.

She'd purchased her first set of gloves after a particularly harrowing vision after she'd shaken the hand of a teenage girl she'd met. One who'd just moved to the town… Sophie shivered and turned her thoughts away from the memory that haunted her. Her hands still moving as she moved to the legs, detaching them from the hips, before she began struggling to get the shorts down the mannequins unyielding hips.

When she was finally done and had successfully redressed and reattached the mannequin's limbs she gratefully shuffled away, straightening folded clothes and putting shirts back on hangers as she went. Her tension level not decreasing as her head began to ache from the stress of concentrating so hard for so long. It didn't help that the shop was at peak hour and practically over run with customers and somewhat frantic staff.

Their thoughts threatening the mental barriers she struggled to hold at all times at the shop… or rather whenever she was out of her small house. She skilfully dodged around the customers only stopping to address their needs, her hands carefully clasped politely behind her back.

She felt sweat roll down her back and swallowed hard.

' _Relax. Just breath.'_ She told herself as she continued to work the floor. _'It's got to be time for my break soon.'_

A while later Sophie gratefully sat in a chair in the employee breakroom, munching on the roll that she'd packed that morning before starting her trek to the dreaded bus stop. She was working on relaxing the tense muscles in her back and shoulders. The grip on her mental shields also relaxing as she allowed herself a breather. The mess of minds in the shop below where far enough away up here to be easily ignored as a harmless white noise that made no sense to her. And for the moment she was alone in the breakroom.

She slammed them up with a brief wince as she felt a mind grow closer. One she recognised as Rose Tyler. She looked to the door as it opened and her blond co-worker stepped into the room, her eyes focusing on her.

"Good you're here. Manager wanted me to let you know your down below once you finished break," Rose told her before she turned and left as quickly as she'd come.

A small relieved smile graced her lips. Down below meant sorting through stock. Away from people. The rest of her shift was looking up. Well, her smile fell. Apart from the fact that she'd be alone with all the mannequins stored down there.

' _Bugger.'_

 ***O*O*O***

Sophie stepped out of the store fiddling with the gloves that were now covering her hands so that they were sitting properly. A small bounce in her step as she made her way towards the bus stop. She was that much closer to getting home and taking a load off.

With a practiced ease she manoeuvred around those on the street path, a soft hum escaping her lips as she thought about what she should do for tea.

Her pleasant thoughts screeched to a halt as she spotted a face coming towards her through the crowd. The large ears, piercing blue eyes, cropped hair, leather jacket…

The man in her dream! Her heart pounded. The man that was in her creepy dream about the killer mannequins! If he was real. If he was here… then the mannequins.

She paled drastically and her eyes were wide as people continued to pass her by.

The man however came to a stop staring at her curiously and perhaps a bit concerned for the petite brunette that looked like she'd seen a ghost, "Oi, you alright?"

Sophie blinked and focused her gaze on him, her heart hammering against her chest as she stared at him, hoping that he wasn't real. That none of it was real, "Uh, fine," she managed to get out, before she forced her feet to move once again. Her shoulders hunched as she ignored the heavy gaze of the man, hoping like hell that he didn't follow.

' _Bleedin' buggering hell! Just what I need_ _actual killer mannequins!'_

 ***O*O*O***

The next morning Sophie shifted around her living room, tidying papers, shifting the remotes only to shift them back. She was full of nervous energy, despite the fact that she had almost convinced herself that she hadn't seen the man from her dream last night. She didn't want it to be real. She really didn't. If it was real…

' _Stupid mannequins. Why'd it have to be mannequins?'_ she whined to herself with a huff. She flopped down onto her couch. She allowed herself to be splayed over it for a long moment before she sat up and pulled her laptop over to her.

She only had a half day today and as she'd been far to shaken up last night to do any of the work she needed to do to keep up with her university work. She really couldn't afford to waste the morning too.

However, shoving the thought of mannequins springing to life and trying to murder everyone was a hard thought to squish.

 ***O*O*O***

Sophie shrugged out of her jacket and shoved it into her locker with a great reluctance, however she was feeling to uncomfortably warm to keep it on after her agitated brisk walk.

She pushed it closed and turned to leave for the floor only to accidentally almost bump into another person. One she'd been too distracted to notice. She jerked back in her surprise and slipped almost falling to the floor.

She would have preferred a bruised backside to what happened next as the blond reached out and caught her bare arm stopping her descent short. She froze however, her eyes widening and her breath catching as she got swept up in a vision that set her teeth on edge.

The mannequins advancing, Rose backing away fear in her eyes as she yelled… lottery money clutched in hand…

Sophie blinked back into the present in time to catch a stray thought from the blond.

' _Great. She's acting weird again.'_

It wasn't thought with vindictiveness or any maliciousness. Still the thought made her flinch as she straightened herself out. Her mind racing.

Rose frowned at the brunette, "You alright?"

"Uh, yeah fine. Just sort of spaced for a bit. Sorry for almost running into you," Sophie apologized and quickly hurried away. Her hands clenched over her arms as she practically took the stairs down at a run.

Leaving behind a confused Rose that had only just come back from her lunch date.

 ***O*O*O***

' _What am I doing?'_ Sophie bemoaned as she stood in front of the elevator that would take employees down to the lower floor. _'Oh, just what the hell am I doing?'_ she chewed her lower lip almost viciously as she loitered. Her brain working furiously, barely hearing the preclosing warning that was played over the speakers and the customers began shuffling out.

"Oi! What are you doing? Shops closing ya know?" Rose asked as she walked over to the brunette that was standing in front of the lift that she needed.

Sophie jerked and Rose chuckled, "You're a bit of a space cadet today aren't ya?"

Sophie blinked rapidly, before nodding, "Yeah a bit," she muttered.

"So… what are you doing? I need to go down…" Rose trailed off pointedly.

"Oh!" Sophie jumped, "Uh, so do I!" she exclaimed making Rose raise a brow at her.

"You forget something down there?"

Sophie quickly nodded. It was as good of an excuse as any… and just _'Oh bugger what do I think I'm doing?'_ But she couldn't just do nothing. She couldn't just let Rose go down by herself. Though really, she had no clue what she could aside from get killed alongside the blond… but she doubted she could live with herself if she left knowing that it was going to happen and she'd done nothing…

Rose nodded and gave the uncomfortable brunette a smile that she hoped was reassuring, "Right. Come on then. We'll drop the lottery money off and grab what you left and be out before they lock up," that being said Rose jabbed the button and alighted the lift.

Sophie bit her lower lip harshly and stepped in after her with a heavy reluctance that made her feet feel heavy. The lift dinged closed behind her and they began to descend.

Rose looked at her visibly troubled co-worker with concern, "You know, they won't lock us in. It'll only take a jiffy and we'll be off home,"

' _Talking? Really? Why must there be talking? I don't think I can get my tongue to make vowel sounds let alone full words.'_ Still she tried as she blinked at the blond, before finally managing to muster up a nod for the other woman. Her mouth feeling too dry and her tongue too thick.

Rose sighed and rolled her eyes. _'Really how weird.'_ She couldn't help but think, unwittingly making the frazzled Sophie wince as the thought hit her weakened barriers.

The lift pinged and the two stepped out of the elevator and they made their way down the hallway. Sophie trailing a little behind as she looked around apprehensively. Their footsteps echoing in the silent basement.

"Wilson?" Rose called, "Wilson, I've got the lottery money," they came to a stop outside Wilson's door, "Wilson?" she tried again, knocking just in case. She sighed in irritation when she was met with silence.

Sophie fisted her hands into her shirt blinking down at them, her heart stuttering momentarily from its rapid beat as she realized that she'd been so distracted that she'd forgotten to put her gloves on… or even go back to her locker for her jacket and handbag.

She shrugged it off though. There was only Rose down here and Wilson. She doubted Wilson would touch her and Rose, if she did well she'd already had a vision of Rose today. It rarely if ever happened twice in a row for the one person.

"You there?" Rose called down the hallway, "Look, we can't hang about 'cause they're closing the shop. Wilson! Uhh, come on!" she muttered to herself before she looked at Sophie again eyeing the nervous way she was looking about with concern, "Look, you may want to go ahead and find what you've left if you're that worried about being locked in," she suggested.

Sophie swallowed thickly, before she shook her head, "N-No," she managed to get out, "I'll w-wait,"

Rose eyed her, before she shrugged.

Sophie jumped as a sound suddenly echoed to them from down the hallway whilst Rose merely looked in the direction it came from, before starting down towards it.

"Um, maybe we should just go?" Sophie murmured as she stepped after Rose.

Rose shot her a look, "You can, but it's me who's gonna get into trouble if this lottery money isn't handed in,"

Sophie flinched a little but nodded reluctantly, coming up beside the blond as she forced herself to move a little faster. The basement had never felt so creepy to her before.

"Hello? Hello, Wilson, it's Rose," she glanced at the girl who was still with her much to her surprise, "And Sophie," she added, "Hello? Wil… Wilson?"

' _Oh, can we just hurry up and get to the killer mannequins all ready?'_ Sophie wrinkled her nose at herself. _'Did I really just think that?'_ she thought as Rose opened the fire door they'd come to a stop in front of. _'Ok, I take it back!'_ Sophie thought as she realized what door they were in front of… the spare mannequin storage area. A room she avoided like the plague! _'The killer mannequins can wait!'_

"Rose!" she rasped as she followed the girl into the room only to be ignored or not heard as the blond turned on the light. She flinched at all the mannequins that were as still as plastic was supposed to be. Sophie eyed them just waiting for it as she followed Rose through the room. She recognized these mannequins!

"Wilson? Wilson?" Rose called as she looked over the room, searching for the source of the noise. She reached a door and tried it, frowning when the handle wouldn't budge. Both girls jumped as the fire escape door slammed shut behind them. They ran back across the room, Rose trying the handle only to find that it was locked.

She glanced over at Sophie only to see her watching the mannequins with something akin to horror. A small sound from behind her had her whirling around to face the room, "Is that someone mucking about?" she asked and moved to walk back into the centre of the room, only for a small warm, sweaty hand to grasp hers and hold her back drawing her gaze to the other woman.

Sophie flinched at the skin to skin contact, unused to the sensation, but no vision assaulted her as she'd believed earlier, "I don't think it's someone mucking about," she murmured her small voice carrying in the otherwise quiet room.

Rose frowned at her sceptically, "Of course it's someone mucking about. What else could it be?" she tried to pull her hand from Sophie's, but for the first time in her life Sophie tightened her grip refusing to let go.

"The mannequins," she breathed, her eyes wide as the mannequins began to slowly come to life.

Rose snorted and looked back into the room only to stiffen in surprise at seeing the mannequins shuffling slowly towards them. She stepped back towards Sophie her hand tightening around hers in return, suddenly glad for the contact as fear started to burn in her chest, "Heh… You got us, very funny," she tried to brush off, watching as more mannequins came out just waiting… hoping for the punch line. Her shoulder brushed against Sophie's as she backed into the wall as they continued to advance.

"Right, I've got the joke! Who's idea was this? Was it Derek's?"

"Rose," Sophie began, her legs trembling as she fought to control her breathing. It just had to be killer mannequins!

"Derek, is it you?" Rose unwittingly cut Sophie off as she scrambled for a logical explanation. Only to be met with more silence.

The dummy closest to them began to raise its arm to attack them when Sophie felt a large warm hand grip her own in a firm reassuring grip. She didn't have time to glance at the newcomer before she was assaulted by images that rushed through her head in a muddle. She barely heard him say "Run," as she saw a strange vat of lava-like goop that had a face. The man by the edge held by more mannequins.

She stumbled as she was pulled into a run by the man in the leather coat, her vision clearing, her other hand still clasped firmly around Rose's reassuring her that the blond was moving with them as she struggled to get herself back in the present and focused on where her feet were moving.

The three ran into another lift. Sophie leaning against the back. Her eyes still wide as one of the pursuing mannequins halted the closing of the door with its arm. The man didn't even hesitate to grab it and after a couple of yanks managed to pull it free of the mannequin allowing the door to close and the lift to begin moving.

Rose stared aghast, "You pulled his arm off!"

The man nodded, "Yep!" he tossed the arm to Rose with a smile, "Plastic," he told them. His gaze straying the brunette that was still leaning against the wall, just breathing in and out.

"Very clever, nice trick! Who were they then, students?" she demanded to know, "Is this a student thing or what?" her gaze going briefly to the brunette in mild concern their hands still clasped together.

"Why would they be students?"

Rose shrugged, "I don't know," she muttered.

"Well, you said it! Why students?"

"Cause… to get that many people dressed up and being silly… they gotta be students?" Rose rationalized.

The man grinned at her, "That makes sense! Well done,"

Rose nodded with a small smile, "Thanks,"

"They're not students," he informed her before turning his gaze to the brunette again who still hadn't said a word, "What do you think?" she turned blue eyes to him and for a moment he didn't think she was going to answer, but eventually with a quiet voice; like she was struggling to get her mouth to cooperate she replied.

"I think, that the bleedin' mannequins are trying to kill us!" she said with conviction, before muttering lowly just loud enough for him to hear, "Frikkin' creepy plastic mannequins of doom,"

He couldn't help the chuckle and the grin, nor the surprise at just how close she was… she was right, sort of.

Rose spoke again before he could reply, "Whoever they are, when Wilson finds them, he's gonna call the police,"

"Who's Wilson?" he asked.

"Chief electrician," Rose replied her hand finally releasing Sophie's as they stepped out of the lift after the man.

"Wilson dead," he responded flatly.

Sophie flinched. She hadn't thought of Wilson. Rose on the other hand glared at him, "That's not funny, that's sick!"

"Hold on," he told them shifting them back and out of the way, "Mind your eyes," he warned before he flashed his sonic at the lift's controls disabling it with a flash of light.

Rose scowled, "I've had enough of this now!" she grumbled stalking after the Doctor. Sophie only a step behind. Her heart rate calming now that the danger was past for the moment.

"Who are you then? Who's that lot down there? I said, who are they?" Rose asked again, frustrated with the lack of response from the man.

The man nodded at the brunette as he continued down the hall the girls following, "She was right. Well, mostly right. They're made of plastic. Living creatures. They're being controlled by a relay device in the roof. Which would be a great big problem if I didn't have this," he showed them an electronic device, "So!" he opened the fire escape door he'd been heading, "I'm going to go up there and blow them up, and I might die in the process. But don't worry about me, no. Go home, go on! Go and have your lovely beans on toast," he ushered both girls through the door, not giving them time to formulate any kind of reply, "Don't tell anyone about this, because if you do, you'll get them killed," he told them before shutting the door on them.

Sophie blinked at the closed door, hardly daring to believe that they had made it out alive. A small frown pulling down her brow as she realized Rose would have been fine. That man would have saved her… she glanced at Rose and received a small bemused smile from her, one that she returned and hoped that it was better than a grimace… she had a feeling that it was grimace instead of a smile…

Before either girl could move a step away the door opened again, the man popping back into view.

"I'm the Doctor, by the way," he introduced himself with another smile, "What your name?"

"Rose," the blond replied still bemused.

The Doctor focused his gaze on the brunette that still hadn't said much throughout their small adventure, but what she had said… was surprising.

Sophie felt heat rise to her cheeks as she realized he'd meant her to, "Sophie Annette Connolly," she finally responded only to flush a deeper shade. _'Moron. You're first name would of done just fine!'_

The Doctor grinned in amusement and nodded, "Nice to meet you, Rose, Sophie Annette Connolly," she flushed redder, "Run for your lives," he told them before shutting the door again.

The two shared a brief look, before they dashed down the hallway both heading straight for the nearest exit.

They made it outside in record time, heading towards the street. Sophie reached out with a hand and grasped Rose's arm pulling her away from the side of the road as a taxi sped past, "Watch it!" the driver shouted at them.

"Thanks," Rose murmured distractedly as they continued to move at a quick clip away from the building.

They glanced back in time to see the top floor of their workplace blow up. They don't stop running passing a blue police box. A couple of blocks later they slowed to a stop.

They stood in silence for a moment, catching their breath.

"So," Rose broke the silence, "He blew up the building,"

Sophie nodded, "Yep,"

"And those mannequins were really?"

Sophie nodded again this time uncomfortably, "Yep. Always knew they were creepy,"

Rose let out a short laugh of amusement, "No one'd believe us would they?"

Sophie shook her head, "Nope," a small frown twisting down her brow as she realized that her handbag, jacket, purse, phone, gloves had all blown up with the top floor… she touched one of her jean pockets and let out a small breath of relief at finding that she at least still had the keys to her house.

Rose took in the frown and tilted her head at the brunette that she had often thought rather strange over the years of their acquaintance. Though really, she'd never made much effort to get to know the older woman, "You live the opposite side of town don't ya?"

Sophie blinked a little startled by the question, "Uh, yeah. How'd you…"

Rose smiled, "You catch the bus going the opposite way at the stop,"

"Oh right," Sophie murmured starting to feel a little awkward. It'd been a long time since she'd had to hold an actual conversation that was more than a moment, possibly two long. _'Was this small talk?'_ she pondered briefly, before she could decide Rose was speaking again.

"Well, you may as well come to mine. It's closer at this point,"

Sophie blinked again, processing the suggestion with surprise… she was being invited over to another person's home. That had never happened before… she'd always been too weird to get invited to anything.

Rose raised an eyebrow at Sophie's strange reaction, it seemed the brunette was full of them, "Come on don't just stand there like a knob. I'm sure mom's going spare by now,"

"Sorry," Sophie mumbled embarrassed all over again. She fell into step beside the other girl twisting her naked hands together anxiously in front of her. Missing the familiar comfort of her gloves.

 ***O*O*O***

Sophie sat on the couch beside Rose, her hands clasped tightly together still, but at least not twisting anxiously as she watched Jackie Tyler pace the floor, a phone glued to her ear. Jackie Tyler had been welcoming and warm… warmer than she was used to… when she'd appeared unannounced with her daughter.

She ushered her onto the couch along with Rose and had offered her a soothing cuppa tea after fretting about how pale they were. Well Rose more than anything, but she'd been included. She shot a look at Rose when the older woman moved back into the kitchen when the kettle flicked off, phone still angled against her ear, cupped between her ear and shoulder as she made the tea.

Rose gave her a 'just go with it' shrug. Her gaze going to the tv focusing on the news that was broadcasting the explosion.

Sophie's gaze flicked to the plastic arm that Rose had forgotten she'd been holding until they'd stepped inside her home. She couldn't blame the other girl. She'd been too preoccupied to notice it either. She kind of wished that she'd gone on not noticing the thing because now she really couldn't stop looking at it.

She blinked and focused her gaze on the mug that was suddenly thrust into her face. Looking up a little further she mouthed a 'thanks' to the woman as she took the mug with both hands, careful not to touch Jackie's bare hand.

She really didn't want another vision. She was already feeling rather drained and out of it as it was.

"I know, it was on the telly!" Jackie was talking into the phone, "It's everywhere! She's lucky to be alive! Honestly, it's aged her. Skin like an old bible. Walking in now you'd think I was her daughter!"

Rose rolled her eyes at her mother just as the front door opened drawing the rooms attention.

"Oh, and here's himself…"

Mickey hurried into the room, his focus zoomed in on Rose and he rushed over to her. Sophie budged up and pressed herself into the back of the couch to avoid the dark-skinned man's flailing limbs that had almost knocked her mug out of her hands.

"I've been phoning your mobile, you could've been dead! You could have been dead! It's on the news and everything! I can't believe your shop went up!" he exclaimed in a rush and crushed Rose into a hug.

"I'm alright, honestly, I'm fine! Don't make a fuss,"

Mickey pulled back and froze for a moment as he took stock of Sophie for the first time, "Oh, and who's this then?"

"That's Sophie my co-worker. We left work together," Rose repeated what she'd told her mother.

"Oh, hello then," he greeted still staring.

"Hi," Sophie returned the greeting, before taking a sip of tea to excuse herself from further talking.

Mickey turned his attention back to Rose, "Well, what the hell happened?" he asked gazing from Rose and Sophie and back again expecting an answer.

"We don't know!" Rose replied, a little exasperated by the question. Her mother had asked it enough since she'd got home, before the phone started ringing.

"What was it though, what caused it?" he asked curious.

Rose shook her head and shrugged, glancing at Sophie who was contenting herself with drinking the tea she'd been given. Giving no indication that she was going to jump in and help out, "We weren't in the shop, we were outside. We didn't see anything…" she trailed off as her mother walked back into view, holding the phone out to her.

"Debbie is on the other end, she knows a man from the Mirror. Five hundred quid for an interview!"

Sophie watched them interact feeling awfully out of place. She probably should have just gone home. She'd be able to relax then… her mental barriers were still frazzled and their thoughts were putting pressure on them, wanting to break through and glide through her mind all willy-nilly.

The phone rang again and Jackie immediately picked it up and launched into another conversation as she walked from the living room once again.

"What are you drinking? Tea? No, no, no, that's no good," Mickey said after checking Rose's mug, "You're in shock, you need something stronger,"

Rose looked at him questioningly, "Why?"

"You deserve a proper drink, you and me, we're going down the pub, my treat, uh," he trailed glancing over at Sophie a little guilty at having forgotten she was there, "You're welcome too, of course. How about it?"

Rose smiled knowingly, "Is there a match on?" Whilst Sophie fought not to choke on her tea as she'd inhaled a little of the liquid in her surprise at the invite.

"I'm just thinking about you, babe!" he denied.

"There's a match on, ain't there?"

"Well, that's not the point… we could catch the last five minutes," Mickey conceded with a shrug.

"Go on then. I'm fine, really, beside I've got Sophie here. Go," she urged then gestured to the arm that was lying in a chair, "Get rid of that,"

Mickey pointed to his lips and Rose obligingly gave him a quick kiss. He pushed her back into the chair earning a laugh.

Sophie watched as the couple said goodbye to each other, ending with Mickey pretending to strangle himself with the arm, making her flinch again. She shook herself out and sat down her mug, "Uh, I should probably get going to,"

Rose looked at her in surprise, "Don't be silly. You're staying the night. It's getting late. We've got a floor mattress we can set up in my bedroom and you can borrow some jammies,"

Sophie blinked taken by surprise once again. The day really was taking the strangest turns… though she didn't believe they were bad, just new, strange… and perhaps a little uncomfortable.

Slowly she nodded. She didn't really fancy trying to make her way home. She was tired and she had no money on her for a cab or a phone… she could handle a night here, right?

"Ok, as long as it's no trouble," she murmured her hands twisting together again.

"I wouldn't have offered if it was," Rose told her, before getting up off the couch, "Come on let's get the bed set up," she nudged her leg a little with her own and Sophie stood and followed the other girl out of the living room.

 ***O*O*O***

Rose eyed Sophie as they sat together at the breakfast table. Her mother having finally stopped nagging her about her getting another job. It wasn't her fault that Henrick's got blown up.

The brunette looked uncomfortable once again as she sat across from her, rubbing at her exposed arms every now and then and frowning into her bowl of half eaten cereal.

"Where's your jacket, gloves?" She asked, finally pinpointing what it was that was different.

Sophie shrugged, "Got blown up,"

Rose choked on her own breakfast, "What?!"

"I hadn't gotten my handbag and stuff out of my locker on the top floor,"

"So you haven't got any ID, phone, bank cards…" Rose muttered, wondering how she hadn't noticed last night, "Nothing?"

"No," Sophie patted her jeans pocket, "I've got my house keys. I'll just have to replace the rest," she shrugged again.

The girls were distracted by the sound of rattling by the front door. Rose stood up and Sophie followed suit curious, "Mum," Rose called, "You're such a lair, I told you to nail that cat flap down. We're going to get strays," she shouted as she moved towards the front door.

"I did it weeks back," Jackie yelled back from her bedroom.

"No, you thought about it!" Rose stopped as she saw the screws on the floor, before her gaze was drawn to the cat flap as it moved. She leapt backwards knocking into Sophie by accident. She leaned back down and gingerly poked the cat flap open. Only to real back at seeing the Doctor's face. She leapt back onto her feet and thrust open the door.

The three stared at each other in surprise.

"What are you doing here?" the Doctor asked glancing between them.

Rose frowned, "I live here,"

He turned his gaze to Sophie, "And I suppose you live here too?"

Sophie shook her head, "Nope. Visiting,"

"We'll what're you doing that for?" the Doctor asked.

"Because I do! And because she did! And we're only here because someone blew up our job!" Rose growled.

The Doctor ignored her outburst as he pulled out his sonic screwdriver again giving it a shake, "Must have gotten the wrong signal," he muttered, before glancing over the two girls again, "You're not plastic, are you?" He knocked his knuckles against Rose's head whilst Sophie shook hers in the negative. The brunette grimaced as she received the same treatment, half expecting a vision only to be relieved not to get one, "No, boneheads, both of you," he grinned, "Bye, then!" he turned to leave, only to be grabbed by Rose and dragged inside… not that he really tried to get away. He was curious despite himself.

"You, inside. Right now," she demanded before shutting the door.

"Who is it?" Jackie called from her bedroom.

Rose poked her head inside as she moved past, "It's about last night, he's part of the inquiry. Give us 10 minutes," she lied easily.

Jackie nodded, "See, it's good you stayed Sophie. He won't have to make two trips now,"

Sophie nodded her agreement, "Yeah," she murmured when she realized Jackie couldn't see her as she was standing out of sight by the living room as she waited for Rose to finish in her bedroom. She was half tempted to join her, but she was already dressed and well, that'd mean passing the Doctor and possibly accidentally brushing up against his skin. She didn't want to tempt fate. She'd been lucky that she didn't get a vision when he rapped his knuckles against her forehead. No, she definitely didn't want to risk it, not when she was in a short-sleeved shirt and didn't have her lovely elbow length gloves to depend on. She'd seen more than enough visions of evil plastic mannequins of doom!

"They deserve compensation," Jackie told him.

The Doctor nodded as he leaned against the doorframe, "Huh, we're talking millions," he agreed. He glanced about the bedroom, before his gaze shifted to the brunette that was standing a little awkwardly as she too waited for the blond.

He regarded her from the corner of his eye. There was something about her… something that he couldn't quiet put his finger on. It was almost familiar… and yet was completely foreign at the same time. Confusing and intriguing and he couldn't put his finger on what it was.

He didn't know enough and she didn't seem the type to rattle on like other humans either. There was a loneliness to her, he could see that. She had to be in her early 20's at the most. So why was there such loneliness in her eyes?

Vaguely he was aware of the older woman, Rose's mom talking to him, "Yes you are," he responded to a statement. His attention still on Sophie, "Yes there is," he agreed.

"Well anything could happen,"

The Doctor turned his attention back to Jackie at that and took in her body language and the flirtatious look on her face with a single glance. Oops, "No," he shut her down and moved away from the door towards Sophie. Rose walking back down the hall behind them.

Sophie skirted around him carefully highly aware of her bare arms and the position of his hands hanging harmlessly at his sides. Unwittingly earning another curious look from the man as he catalogued the reaction and filed it away in the growing mystery that was Sophie Annette Connolly.

"Don't mind the mess," Rose excused as she walked past the Doctor towards the kitchen, "Do you want a coffee?" she offered her two guests.

"Might as well, thanks! Just milk," the Doctor accepted as he moved further into the living room.

Rose glanced at Sophie pointedly until she realized she was included in the offer. It was one thing she'd noticed in their brief closer acquaintance. The woman would assume that you weren't talking to her unless you made it clear in some way shape or form. Silent staring seemed to get the job done… well eventually and it was kind of fun watching her flush in embarrassment when she realized.

"Oh, no thanks," Sophie finally cottoned on, her cheeks indeed flushing a light red, "I just had one," Rose nodded and entered the kitchen to make the Doctor and herself a coffee.

The Doctor watched the interaction covertly as he snooped about the well lived in room. If he had to hazard a guess he'd say that despite seeming pleasant enough and was attractive by human standards, that she was socially isolated. Wasn't at all used to being included or perhaps if she was it'd been in a negative situation that had forced her to learn to ignore the talk around her to not be hurt… either option was sad…and as equally confusing. It just added to the ever growing 'why' that surrounded the girl.

He picked up a magazine to look busy and flipped through it rather quickly, "That won't last, he's gay and she's an alien," he spoke loud enough for the brunette to hear. He received a look, a quirked brow and silently questioning gaze that was a bit speculative and a bit curious, but nothing verbal. So, she'd listened, but didn't feel comfortable responding, or didn't think she was meant to? Or responding led to a negative reaction? He dropped the magazine back onto the coffee table. Still more 'why's' too many and no answers. He fought off the pout that wanted to form as a simmer of frustration and determination grew. The small human couldn't out puzzle him, that'd be embarrassing.

"I'm not blaming you," Rose said from the kitchen completely unaware of what was going on in the living room as she continued to make coffee, "Even if it was just some sort of joke that went wrong. Right? …Sophie?" she added on seeing as she couldn't stare the girl into understanding.

"Uh right," Sophie agreed her cheeks flushing red again. She wasn't really sure what was going on. Social queues were a bit of a mystery to her unless they were obvious but there was definitely something going on.

Not so much with Rose the other woman was curious… it was the man that called himself Doctor. He wanted something from her, but she didn't know what! The way he watched her out of the corner of his eye or from under his lashes. If she hadn't been so hyper aware of other people she probably wouldn't have noticed it, but life at the orphanage wasn't easy for an outcaste.

She didn't think he meant anything malicious. That wasn't the vibe she was getting... but, he was still watching, waiting for something… couldn't he just ask? Instead of whatever it was he was doing as he shifted about the living room. A book in hand now. It didn't help that she couldn't really concentrate on him and what his deal was. She was too busy keeping the irate mental ranting of Jackie out of her head… not to mention the other two occupants that were closer.

Rose's mind was as open as always, her thoughts a mix of curious and annoyed. She focused harder not wanting to hear anything specific, it was bad enough invasion of privacy to get a gist of what was going on inside her head.

Then there was the Doctor. To her relief his mind wasn't pressing against hers in fact she couldn't feel much thought wise from him at all.

There was something else there though. Something that was completely different to anything she'd come across before. It wasn't bad, it was just like she was tasting something new… and it felt nice to not have to fight his thoughts away, instead… she didn't really know how to describe it… he was just closed off from her and yet there was a hint of warmth…

She shook herself out of drifting thoughts as Jackie's angry inner monologue threatened to break through once more.

The Doctor watched once again intrigued as he realized with a small start that Sophie was concentrating… concentrating rather hard, if the scrunch to her brow was any indication. Only for it to relax for a moment as if her mind wandered, and then a grimace flickered across her face and she was back to concentrating like her life depended on it… yet she was aware of what he was doing, every time he moved her gaze would flick to him and then away… damn it more questions.

He picked up a book and watched as her gaze flicked to him again and then away, brow still creased with concentration, an eye twitched…

He flicked through the book, his gaze briefly scanning the pages already familiar with it, "Hmm. Sad ending," he dropped it back down, perhaps louder than necessary earning another look, this time a fraction longer. Was that irritation? Progress? His lips quirked up in a smile.

Sophie felt her eye twitch. The man was distracting her… deliberately! And she still had no idea why. _'It's official. He is a jerk-mc-jerk face and that's that.'_ She breathed out a slow breath. She needed to concentrate not get irritated, irritation would make maintaining her barriers harder. She could almost feel like crying, but that was another distraction she didn't need. ' _What the bleedin' hell did he want?!'_

"They said on the news that they'd found a body," Rose continued still oblivious.

The Doctor picked up an envelope and read the letters addressee 'Rose Tyler'. He shifted deliberately heavy footed and stood facing the mirror, taking in his features, "Ahh, could've been worse!" he declared and prodded at his large ears, "Look at me ears," he angled himself so that he could look at the long curly haired brunette, "Don't ya think?"

Sophie met his gaze and blinked rapidly feeling like a deer caught in headlights as she realized he'd been actually asking her for something. _'Why are you asking me? I'm rubbish at this!'_ she desperately wanted to whine. _'What's he even looking for?'_ she thought a little desperate as he continued to stare at her expectantly. "Uh, I think they suit you," she eventually muttered.

"Oi! What's that supposed to mean?" he responded, his gaze somewhat calculating as the girl floundered for a response.

"I, uh mean. I…" she grimaced as her barriers wavered and Jackie came through loud and clear for a moment, "I mean that your features work well together,"

He grinned at her leaving her floundering again, "You think so?" he asked jovially turning his attention momentarily back to the mirror.

Sophie wilted where she stood. _'Wait, were you annoyed or pleased? I don't get it!'_ she slouched over to the couch and crumpled into. _'I totally hate you jerk-mc-jerk face!'_

The Doctor glanced down at her on the couch and immediately felt a flash of guilt. He hadn't meant to… really he hadn't… he was just curious, but it looked like she was about to either pass out or snap under the pressure. He immediately stepped away, her gaze shooting to him again. This time the blue depths agitated and lingered waiting for his next move. _'Oops.'_ Was all he could think guilty as he cast his gaze around for something that'd lighten the mood… anything would do. He really hadn't meant to! Why did it even… oh he was really starting to get annoyed with 'why'. The cheeky bugger was taunting him. His gazed landed on a pack of cards and he smiled _'Success… maybe.'_

"All the same he was a nice bloke," Rose continued on.

The Doctor picked up the deck of cards and swiftly shuffled them. Sophie's eyes still on him agitation diming down to wariness, blue lonely eyes screaming exhaustion, "Luck be a lady," he declared.

"Well anyway if we are going to go to the police, I want to know what I'm saying," Rose explained still puttering in the kitchen.

The Doctor shuffled the cards again this time making them go flying all over the place, "Maybe not," he murmured sheepishly, his gaze meeting Sophie's again and was relieved to see a small smile quirking her lips and a lightening in her eyes, before she looked away.

Rose continued to talk from the kitchen, "I- we want you to explain everything, right Sophie?"

"Right," she muttered obediently. Right now she really didn't care overly much, her head was hurting.

Scuffling behind the couch made her freeze and she stood up whilst the Doctor looked in that direction curiously, "What's that then? You got a cat?" he asked Rose.

Sophie grimaced there was no signs of a cat living here…

"No…" Rose answered confused by the question.

The Doctor shifted closer leaning over the couch to have a look only for the plastic mannequin arm to leap out at him and grab him by the throat.

Sophie tensed then raced forward her hands closing over the plastic arm. A jerk-mc-jerk face or not… she didn't want him to die. She tugged and tugged whilst Rose continued to talk, the Doctors hands brushing against hers making her wince each time in preparation for a vision, but none came and she continued to tug, sweat beading on her brow as her barriers wavered and fractured her concentration slipping and she heard Rose's scepticism in her thoughts, Jackie's thoughts at least had calmed down. Finally the arm came away from the Doctor's throat and hovered in the air between the three of them for a moment.

Sophie panted and hastily tried to reaffirm her barriers only for the arm to twist in mid-air and launch itself at Rose. She moved without really think, attaching herself to the arm again and tugging as Rose shrieked and failed. The Doctor beside her, both tugging and shifting about as Rose flailed in panic as the hand cut off her air supply.

It ended with them crashing rather painfully in to the coffee table, scolding hot coffee pooling on the floor around them.

The Doctor pushed Rose onto the couch and pulled out his sonic screwdriver disabling it with a quick push of a button making it release Rose.

"It's alright, I've stopped it. There you go, you see?" he said brightly as he tossed it to her, "Armless,"

Rose narrowed her gaze on him, "Do you think?" she snarked whacking him over his shoulder with it.

"Ow!" he whinged. His gaze moving to Sophie who was catching her breath and grimacing, "You alright?"

Sophie shot him a look, "Yeah. Fine," she muttered as she pushed herself to her feet. She really needed a quiet place…

The Doctor gave her a disbelieving look. She was pale, as pale as the early evening he'd first spotted her on the street, only really noticing her because she'd come to a dead stop… he sighed internally which was another question that he didn't have an answer for… and he didn't have time to figure it out. Not any of it, not at the moment. So, he'd have to leave it; which irritated him, he hated not being able to solve a puzzle. She was human how difficult of a puzzle could she be… answer pretty damn tough… he scowled involuntarily at that.

He flicked his gaze back to Rose who was staring up at him all questions, "And you?"

She waved the plastic arm at him threateningly.

He nodded, "Right. Yep. Fine," he snatched the arm back and took off, an annoyed 'oi' calling after him and then the pounding of feet… two sets. Now that had his feet wanting to slow and turn back. The blond he'd expected but Sophie? She looked dead on her feet almost and she hadn't seemed all that interested, but then – she wasn't exactly typical… she was a mystery seemingly wrapped in an enigma… and it just kept growing, which was exciting and annoying all at once. Especially when he didn't have time!

' _What the hell am I doing?'_ Sophie thought as she hurried down the steps after Rose chasing after the Doctor. He was annoying. A Jerk-Mc-Jerk face that had threatened her concentration to the point of her practically breaking under the pressure of trying to maintain it. Hell, her barriers had broken in there and she was still erecting them and reinforcing them the thoughts of Rose and those in close enough vicinity hammering against the flimsy film she'd managed to get back up so far.

But he hadn't known and he'd seemed apologetic… or at least she thought the thing with the cards was supposed to be a silent attempt at an apology… for her distress…

The real thing was, she wasn't lonely at the moment, not really. She was a little… ok a lot stressed, but she wasn't really lonely.

She'd talked and people had listened without derision. It was strange and it was nice… and she wanted it for just a little longer, even if her head was screaming for the quiet of her own home.

She had a feeling that this was worth it and with her entire body feeling sore in some way… she wasn't exactly sure why she was feeling that way, but still she was running.

"Hold on a minute, you can't just go swanning off." Rose declared, silently rather glad that Sophie was choosing to follow. She had a feeling she may just have an easier time to trying convince the man that was currently running away to talk, with some back up… even if that back up didn't talk much. She'd seen how his gaze had lingered curiously on the brunette… it could only work in their favour, right?

"Yes I can. Here I am, this is me, swanning off," he replied his voice rather cheery as he swept his gaze back at them briefly, "See ya!"

"That arm was moving, it tried to kill me!" she tried continuing to follow Sophie dogging her steps on the rather narrow stairwell.

"Ten out of ten for observation," he commented.

"But," Sophie huffed, her side twinging from the hit to the coffee table and consequent collision with the ground, "Why is it trying to kill at all?" she asked. The Doctor glanced at her surprised by the question, "You have to tell us that at least?"

The Doctor grinned, "No I don't," he retorted as they reached the bottom of the stairs and started for the door. It was a good question, but he didn't have to do anything. They exited out onto the street.

"You have to tell us what's going on," Rose demanded.

"No, I don't," he reiterated.

Rose slowed to a stop, "Alright then. We'll go to the police. We'll tell everyone. You said if we did that we'd get people killed…"

"Actually. We probably don't want to do that," Sophie muttered causing Rose to trail off, "We'll really want to avoid the nice people with the strait jackets," she murmured her voice quieting at the stares she was getting from both the Doctor and Rose, her cheeks threatening to flush red all over again.

The Doctor nodded at her, "Yep, you'd earn yourselves a nice matching pair of strait jackets. Good luck being all tough then,"

Rose cleared her throat irritated, "In the basement those mannequins tried to kill us!" she gestured between herself and Sophie, "Then a plastic arm just tried to kill me. So, what have I done wrong. How come those plastic things keep coming after me?" she demanded to know.

The Doctor rolled his eyes, "Oh, suddenly the whole world revolves around you! You were an accident, you both were, you got in the way, that's all,"

Rose frowned, "It tried to kill us!"

"It was after me not you! Last night in the shop, I was there, you two blundered in. Almost ruined the whole thing. This morning I was tracking it down, it was tracking me down… the only reason it fixed on either of you at all, is because you met me," he grumbled exasperated.

Sophie raised a brow and Rose cocked her head, "So, what your saying is, the entire world revolves around you,"

He smiled brightly, "Sort of, yeah,"

Sophie snorted before she could stop herself, "Oh you're full of it," she muttered, her cheeks tinged pink.

He grinned again, "Sort of, yeah," earning an eye roll and small smile.

"But all this plastic stuff, who else knows about it?" Rose asked.

"No one," he shrugged, making both girls frown in thought.

"What you're on your own?" Rose asked incredulous.

"Well, who else is there? I mean you lot, all you do is eat chips, go to bed, and watch telly! When all the time, underneath you, there's a war going on!"

Rose snatched the arm back and took a step back, "Ok, start from the beginning," falling into step along with Sophie as the Doctor started moving again.

"If you're gonna go with this living plastic, and I don't even believe that, but if we do... how did you kill it?" Rose asked.

"The thing controlling it projects life into the arm. I cut off the signal, dead," he explained.

"So that's radio control?" Rose guessed.

The Doctor shook his head, "Thought control," he corrected and was met with silence he glanced at the two women, "Are you alright?" he asked concerned, culture shock wasn't unheard of.

"Yeah," Rose agreed and there was silence.

The Doctor huffed, "Oi, talking to you too Soph?"

"Soph?" she muttered questioningly under her breath, before she shook it away, "Yeah, I'm alright," she replied, "Just, who's controlling it, then?" she wondered out loud making Rose nod in agreement having been thinking the same thing.

"Long story," the Doctor waved off.

"But what's it all for? I mean, shop window dummies... what's that about? Is someone trying to take over Britain's shops?" Rose questioned only half serious. Sophie shook her head a small chuckle escaping her lips as Rose and the Doctor laughed.

"No," he denied.

"I know," she assured.

"Good," Sophie murmured, her voice quiet once again, "It'd be kind of worrying if plastic living or not was starting price wars," she crinkled her nose at the idea. Surprised at herself for voicing the thought out loud.

"It's not a price war," he said with a small chuckle before he turned serious once again, "They want to overthrow the human race and destroy you," he admitted and glanced at the two following him once again trying to judge their reactions, "Do you believe me?"

"No," Rose said with an unapologetic shrug.

"Yes," Sophie said at almost the exact same moment, and flushed darkly as Rose and the Doctor stopped to stare at her in surprise. She looked away, trying to will away the flush to her cheeks. She doubted that she'd blushed so much in her life then she had since she'd met the Doctor, "I don't see why you'd lie," she muttered under her breath. Besides she'd seen the mannequins, the killer arm, plus her visions… it wasn't all that hard for her to be a believer.

The Doctor smiled at her, not that she could see, still turned away as she was, cheeks still flushed red. He turned back to Rose, "But you're still listening," he told her a little smugly.

"Really though, Doctor. Tell us. Who are you?" Rose asked her gaze determined.

The Doctor came to a stop and turned to face the two fully, Sophie staring at him again, curiousness in her gaze as well, obscured by guarded eyes but there all the same.

"Do you know like we were saying? About the Earth revolving?" he stepped closer to them, "It's like when you were a kid. The first time they tell you the world's turning and you just can't quite believe it because everything looks like it's standing still. I can feel it," he explained taking Sophie's hand and feeling as she tensed slightly before relaxing, stirring his curiosity once again.

"The turn of the Earth. The ground beneath our feet is spinning at a thousand miles an hour," he released her hand to take Rose's, "And the entire planet is hurtling around the sun at sixty-seven thousand miles an hour, and I can feel it. We're falling through space, you and me. Clinging to the skin of this tiny little world, and if we let go..." he released her hand, "That's who I am. Now, forget me, Rose Tyler, Sophie Annette Connolly." He grabbed the arm back from Rose and waved it at them smiling once again, "Go home," he told them firmly.

Sophie watched as he walked away Rose beside her. She sighed out a breath, it seemed like it was over and she couldn't help but be disappointed, but what else could she do. He'd made himself clear… she glanced over at Rose who glanced back. Before they turned and began to walk, each starting to head in a different direction for home. Only for a wheezing sound to attract their attention and they whirled back around and they ran back to see that the police box that they had only really noticed in passing that had been their earlier had vanished.

 ***O*O*O***

Sophie and Rose walked down the pavement together back towards the Tyler apartment. There had been no verbal conversation between them since the blue box had disappeared and yet by silent understanding they had both agreed to head back to the Tyler's residence.

"So, what do you think made the wheezing sound, Soph?" Rose broke the comfortable silence between them, testing the nickname the Doctor had used.

Sophie mouthed the shortened version of her name under her breath and wrinkled her nose she wasn't sure if she liked it. She'd never been anything other than Sophie, or more unpleasantly 'Freakzilla,' "I think," she murmured slowly, "It was the big blue box that disappeared,"

"Yeah me too," Rose replied quickly her voice bright and much less careful. She smiled, a tongue stuck between her teeth smile that had Sophie's lips twitching upwards, "So, not insane, right?"

"Right," Sophie agreed.

"And you really believe him about the living plastic?" she asked curiously.

Sophie looked down at her feet, "You saw the mannequins of doom, right? The killer mannequins of doom,"

Rose swallowed her smile fading. She'd seen them didn't mean she wanted to believe it was more than a prank gone wrong… she paused in her thought and gave Sophie an amused look, "Why do you call them that? Mannequins of doom?"

Sophie scowled at the ground, her cheeks heating up again lightly. She really had to stop blushing so much. It was embarrassing, but she really wasn't used to talking out loud to people and she'd sometimes say things she usually just thought without really thinking it through if she let her mouth get away from her, "Always found 'em creepy," she muttered, "Then one day I was running from, well, I was running, and I wasn't really paying attention ducked into a store and ran smack bang into one knocked it off balance and it fell on me. They've been the stupid mannequins of doom ever since,"

"Ouch?" Rose offered.

Sophie nodded rubbing her nose, "Yeah ouch,"

The pair made it to the Tyler's front door. Sophie lifted a hand touched Rose's sleeve, her eyes a little wide, "I don't think we want to go in there," she murmured.

Rose frowned at the brunette, "Why not?"

Sophie blinked over at the blond, wondering how to explain, finally she shrugged, "Listen," she offered and hunched a little closer to the door.

Rose copied the movement with a confused frown, only for her own eyes to widen as she heard the faint sound of her mother's rather annoyed voice as she ranted about the coffee table and the mess left on the floor. She turned her gaze to Sophie, "You heard that?" she asked as she pulled back from the door immediately losing the sound of her mother's voice.

Sophie twirled a lock of curly hair around her finger, "Yeah, sort of," Rose snorted at how close to the Doctor she sounded. Sophie crinkled her nose, "Oh. Not going to be able to use that, again am I?"

Rose shook her head and smiled, "Not without sounded pretentious," she teased.

"Yeah, never again," Sophie muttered.

"Come on, we should leave before she comes looking," Rose said and they began walking quietly away from her front door.

"Where are we going?" Sophie asked.

"To a man with a computer," Rose replied.

Sophie cocked her head to the side, "I've got a laptop at home," she offered.

Rose glanced over at her and smiled, "Yeah, but Mickey's closer,"

"Oh," she murmured in understanding as they made they made their way down the hall, Rose leading the way, "Do," she began but cut herself off and sucked on her lower lip gently.

Rose tilted her head a gestured for her to continue with a kind smile to encourage her eyes curious.

"Do you think, Mickey would let me borrow a jacket?"

Rose gave her a quizzical look, "It's warm out today," she swept her eyes over the shirt sleeve shirt and the way Sophie was cupping her arms, pulling her bare elbows in towards herself, "You really don't feel comfortable with bare arms don't cha? Why not just wear long sleeve shirts?" she asked curious.

"Because I love my elbow length gloves and long sleeve shirts get in the way, but puffy sleeve jackets are still comfy if it's cold, and I haven't had the chance to go home yet to get another pair,"

Rose winced, right. She'd forgotten that most of her stuff had gone up in the explosion at Henricks, "I tell you what we'll drop by yours a little later and get you suited up. Until then I'm sure Mickey can find something clean for you to put on," she frowned, "Well, he better have," she muttered under her breath her voice a little steely, before she brightened again, "And I'm sure you can call your bank about new cards whilst we're there then join me at the computer,"

Sophie paused in the hallway, "You sure he won't mind?"

Rose came to a stop to and smiled, "Of course not. He already likes you,"

Sophie tilted her head, her expression adorably confused and cautiously hopeful, "He does?"

"Of course. He invited you to drinks on him last night at the pub. That's practically a declaration of friendship from Mickey,"

"It is?"

"Yep," Rose confirmed, "Hey relax, Mickey is a great guy. Wouldn't hurt a fly that one. Or more accurately probably couldn't," she teased, yet with mock seriousness. They started walking down the hallway again. Rose eyeing Sophie's thoughtful, but cautious expression suddenly feeling sad for the brunette and she wasn't really sure why, but something told her in that moment that the brunette wasn't all that used to kindness.

 ***O*O*O***

Sophie hung up Mickey's phone and set it down on its cradle. A clean jacket that was about two times too big for her covered her arms, and her hands to, allowing her to relax somewhat. Her shields had also begun to solidify again and her headache had receded to a dull ache. She could deal with the ache though.

She was used to the dull ache. It was practically her constant companion and the headache was better than being barraged by the unwanted thoughts of others all the time. Still she'd have to be careful. She'd been put through a mental ringer today.

She got up and padded over to Rose who was scrolling through a webpage that seemed to be about the Doctor.

"Thanks Mickey,"

Mickey smiled, "You're welcome. You're lucky Rose doesn't normally like other women wearing my clothes,"

Rose rolled her eyes at her boyfriend, "Yeah well, Soph is awesome,"

Sophie wrinkled her nose again, there was that name again. 'Soph,' it sounded weird in her ears, "I am?" she asked as Mickey moved away from them busying himself with a knickknack that required his attention momentarily.

Rose glanced over her shoulder at the brunette smile in place, "Yeah. You stayed with me in that basement when you coulda run off and left me on my own, but you didn't even though you were scared. I don't think even my mate Shareen woulda done that," Rose scrolled down the web page and clicked with the mouse whilst Sophie quietly processed. Her brain a whirl and a warmth in her chest that felt foreign.

"Looks like we've got a winner," Rose said excitedly as she clicked on the contact info of Clive. Her fingers moving over the keys as she typed out an email.

Sophie sat back on the bed, letting Rose type and chatter about what was being said between her and Clive. Mickey moving in and out as he puttered around his apartment. A tentative smile playing across her lips.

A short while later found the three piled into Mickey's car Sophie now decked out in fresh clothes a new jacket and elbow length gloves the trio having briefly stopped by her place like Rose had promised. Rose and Mickey in front whilst she sat behind Rose watching the streets go by. It wasn't long until Mickey reluctantly parked out front of Clive's family home.

He stared up at the house distrustfully, "Are you sure,"

Rose rolled her eyes and cut him off, "You're not coming in! He's safe. He's got a wife and kids," she told him once again.

"Yeah, but who told you that? He did. That's exactly what an internet lunatic murderer would say," Mickey warned still glaring at the family home.

Rose hopped out of the car and released the seat forward so that Sophie could clamber out after her.

Sophie shut the door behind her and followed Rose up the path, "Are you sure you want Mickey to stay in the car?" she asked quietly as they made their way up the drive.

Rose scoffed, "If I let Mickey come. He'd spend the whole time glaring at Clive making accusations out of thin air and we'd find out nothing about the Doctor. Mickey'll be fine in the car… well, he'll get over it," she muttered as she glanced briefly over her shoulder at him to see that he was giving a poor neighbour putting out his bins a suspicious glare. ' _At least I don't think he can get into trouble in the car?'_

Rose and Sophie made it up to the front door. Rose raised a hand and knocked on the door. Barely a moment later the door was pulled open by an 11 year old boy. Rose smiled, "Uh, hello, we've come to see Clive? We've been emailing,"

The son rolled his eyes and stepped away from the door, "Dad! It's a couple of your nutters!" he shouted, drawing the mans attention.

The son disappeared back into the house as Clive walked up to the door and friendly smile on his face, "Sorry. Hello. You must be Rose and you're Sophie," both girls nodded, "I'm Clive. Obviously,"

"I better tell you now, my boyfriend's waiting in the car, just in case you're going to kill us," she told him and the three chuckled.

"No, good point. No murders," he agreed good naturedly. He waved to Mickey who stared at him distrustfully still, but nodded, satisfied at least that Rose had done as he asked.

"Who is it?" his wife Caroline called from the floor above them.

"Oh, it's something to do with the Doctor! These ladies have been reading the website," he called back, before turning his attention to the two women, "Please come through," ushered them politely, "I'm in the shed,"

Sophie and Rose follow Clive through the shed, "A lot of this stuff's quite sensitive, I couldn't just send it to you. People might intercept it, if you know what I mean," he told them as they moved towards his set up, "If you dig deep enough – keep a lively mind – this Doctor keeps cropping up all over the place. Political diaries, conspiracy theories. Even ghost stories. No first name no last name. Just the Doctor,"

Sophie and Rose nodded as they stared and listened to Clive. So far it was all matching up with what little they actually knew of the man.

"And the title seems to have passed down from father to son, it appears to be an inheritance," he pointed to a photo on his computer screen, "That's your Doctor there, isn't it?"

Sophie nodded.

"Yeah," Rose responded with a nod of her own.

"it tracked it down to the Washington public archive last year. The online photo's enhanced, but if we look at the original," he pulled out photos. The first being one of the Doctor standing in a crowd, "November 22nd, 1963. The assassination of President Kennedy,"

"It must be his father," Rose muttered a little unsurely.

"Then his father's his twin," Sophie murmured staring at the photo hard… it should be impossible… there was family resemblance and then there was the same person, but how?

"Going further back… April 1912," he said as he picked up a photo album and brought it over, "This is a photo of the Daniels family, Southampton. And friend," he pointed to the Doctor, "This was taken the day before they were due to sail for the new world. On the Titanic. And for some unknown reason, they cancelled the trip and survived. And…" he pulled out a sketch with careful hands, "1883. Another Doctor. And look – the same lineage. He's identical. This one washed up on the coast of Sumatra on the very day Krakatoa exploded. The Doctor is a legend woven throughout history. When disaster comes, he's there. He has a storm in his wake. And he has one constant companion,"

"Who's that?" Rose and Sophie asked at the same time.

"Death," Clive said seriously staring at the two women willing them to understand, "If the Doctor's back… if you've seen him, Rose, Sophie… then one thing is for certain, we're all in danger. If he's singled you out… If the Doctor's making house calls… then God help you,"

"Who is he? Who do you think he is?" Rose asked unsure if she really wanted to know.

"I think he's the same man. I think he's immortal. I think he's an alien from another world," he told them seriously.

The two exchanged looks, before Rose said their fair wells and quickly made her way from the house Sophie's gloved hand clasped in her own to make sure the quiet girl was with her, "Alright!" she exclaimed before she'd even gotten in the car, ushering Sophie into the back before righting her chair, "He's a nutter! Off his head! Complete online conspiracy freak. You win!" she ranted letting out an exclamation of air as she finally threw herself into the front seat with frustration, her gaze going to Sophie in the rear view mirror the brunette looking more thoughtful than irritated. Then she'd never really seen Sophie get upset. She'd always been calm, well if not calm then tense, or sometimes spacey, but never outright angry.

She took a breath and put a smile on her face, "What're we going to do tonight? I fancy pizza? Soph? Mickey?"

Sophie nodded, "Pizza sounds good… uh… no money," she muttered going red faced.

Rose chuckled good naturedly, "Don't worry I'll cover ya," she said with a friendly wink.

"Pizzzaaa! P-p-p-pizza!" Mickey stuttered.

Rose blinked, "Or a Chinese…"

Before she can finish Mickey says pizza again before driving off in a wobbly line.

 ***O*O*O***

Sophie stared at Mickey as she sat next to Rose across the table from him. Something was different. Granted she didn't know the boy well. She'd seen him maybe once or twice from afar aside from today, but if you asked her. He was acting weird, but Rose who would know him best didn't seem to think anything was wrong as she chatted away to them as they awaited their food.

"Do you think I should try the hospital? Suki said they had a few jobs going in the canteen. We both could," she said to Sophie.

"And serve chips… wear a hair net?" she fingered her long thick curly hair. A small shiver running through her at the image.

Rose wrinkled her nose at the image presented of herself with her own hairnet dishing out chips, "Or maybe my A levels… what about you Soph? You got yours?"

Sophie shrugged, "I'm in Uni," she admitted.

Rose looked at her surprised for a moment. She hadn't known that, but she supposed that explained why Sophie had only been part timing at Henricks, "What ya studying?"

"Literature and creative writing," Sophie murmured fiddling with a napkin in front of her.

Before Rose could comment on her choice of majors Mickey who was grinning like a loon spoke drawing their attention once again.

"So, where did you meet this Doctor?" he asked

Rose frowned, "I'm sorry, wasn't I talking about Sophie and I's future for a second," she said snidely, wanting to talk about something normal after having her head put through the ringer by Clive. Something Sophie seemed happy to do despite being quiet, but her boyfriend? No… he just had to keep rubbing it in!

"Because, I reckon it started back at the shop, am I right? He have something to do with that?"

"No," Rose and Sophie said in near unison.

"Come on," Mickey wheedled.

"Sort of," Rose relented with a sigh.

Sophie on the other hand had started slowly chewing her lower lip as she stared hard at the Mickey that was sitting across from them. Her eye twitching a little as she shakily probed forward with her telepathy. Her head starting to pound harder almost immediately.

Her mind still strained from earlier in the day. She was leery of trying, but she had to know… had to know if something really was wrong with the boy she was really hoping was a possible friend.

"What was he doing there?" Mickey asked.

"I'm not going on about him, Mickey. I'm not, because, I know it sounds daft but… I don't think he's safe. I think he's dangerous," she murmured reluctantly.

Sophie bit her lip as she prepared for the onslaught of other minds pressing against her own without her barriers and she reached for Mickey, swearing silently to pull back immediately if it was him and do something to make up for the invasion of privacy even if he never knew…

She recoiled however when she didn't hear Mickey in there, in fact she could swear it was empty except there were thoughts… or something, but they weren't in English! It wasn't any language she could ever recall hearing either, nor anything similar to what she'd heard; not that there had been all that many. She slammed her barriers back up and gritted her teeth as her brain pounded against her skull and her eyes watered as she wondered what she could do… could she even do anything… would Rose even leave her 'boyfriend' behind if she asked if they could go somewhere without him… would the thing wearing Mickey even let them?

' _Oh, bugger my head!'_

"Soph? Soph? Are you alright?" Rose asked.

"Y-yeah, just uh, almost fell off my seat," she lied and cringed at how bad it was. It seemed like her brain cells had gone on holiday after the day she'd been having.

"Tell me about the Doctor sweetheart, babe, sugar, darling, sugar," Mickey rambled in quick succession.

Rose shot him a glare, "I think Soph is a bit more important right now!" she spat at him before turning her gaze back to Sophie whose pained eyes had turned to surprise, once again making the blond feel sad.

Sophie lifted lips into a lip sided smile that was half hearted, "I'm fine. Promise. Just sudden a headache,"

"I'll see if I can get you some aspirin or something," Rose decided.

Sophie shook her head, "Nah, it'll go away on its own. Always does," she said a little too brightly.

"See, she's fine, sweetheart, babe, sugar, sweetheart,"

"What are you doing that for?" Rose asked concerned, that wasn't like Mickey.

Sophie looked up as she felt a familiar guarded mind approaching. Her eyes widening slightly at seeing him. His eyes met hers and he pressed a finger of his free hand against his lips in a 'shh' gesture.

She blinked in acknowledgement, but couldn't get herself to look away in that moment. There was something different in his eyes this time as he stared at her. He looked at her like she was something new… fascinating… and a deep loneliness that stabbed at her own soul sharply in recognition… but what had changed since he'd left them this morning and told them to forget him…

She tore her gaze back to the table, her heart pounding against her ribcage. His mind was guarded against telepaths… did he… but… how long had he been in the café and could he have sensed it… she didn't know and that scared her… everyone that knew… she shuddered…

She was drawn out of her spiralling thoughts as a slightly panicked thought of Rose reached her and she slammed her barriers up tighter before glaring at Mickey. A hand shifting slowly for the cutlery knife beside her, "Let her go Mickey,"

"Your champagne?" the Doctor posing as a waiter asked Mickey. His voice drew Sophie's gaze up to him briefly and she was glad his eyes weren't focused on her this time.

"We didn't order any champagne," Mickey waved him off.

The Doctor moved over to Rose. His gaze drifting to Sophie again as he proffered the bottle at Rose Sophie glanced away from him again disconcerted by the new look in his eyes as he regarded her. _'I've done it again haven't I? Got my hopes up…'_

Mickey's hand tightened around Rose's and Sophie curled her hand around the knife, ignoring the feel of the Doctor's gaze for a moment, before she felt a tugging against her mind. A soft compulsion to look up. She did reluctantly, blue meeting blue and he gazed pointedly at the knife in her hand and subtly shook his head. His gaze telling her to trust him.

She tore her gaze away with a grimace, her fears partially confirmed. She'd never met another telepath however so… she couldn't be sure what it felt like. Still she released the knife and felt the Doctor's eyes shift from her and for a moment she swore she could have felt a brief flash of approval… but that was impossible… she didn't get approval…

"Ma'am. Your champagne," he offered the bottle to Rose.

"It's not ours," Rose waved him off without looking up to focused on staring at Mickey with concern now, "Mickey what's wrong?"

"I need to find out how much you know, so where is he? Tell me and I can help you and Sophie," Mickey demanded.

"Doesn't anybody want this champagne?" the Doctor asked loudly as he stood beside Mickey again.

"Look," Mickey said with exasperation, "We didn't order i…" he trailed off as he looked up and smirked, "Ah. Gotcha," he declared.

The Doctor shook the bottle, "Don't mind me," he said cheerily as he began to open the top, "I'm just toasting the happy couple. On the house!" he exclaimed as he popped the cork and it went soaring straight at Mickey. Hitting him square in the forehead, but instead of bouncing off, it was absorbed and Mickey chewed for a moment before spitting it out.

Sophie grabbed Rose's hand and squeezed in an attempt to reassure before she stood, "Come on," she urged and Rose stumbled to her feet.

"Anyway," the Auton Mickey said before he shifted his hand into a plastic club.

Rose screamed in shock, but allowed Sophie to lead her away, her wide eyes still on Mickey… who wasn't really Mickey as the Doctor grabbed him by the head and began to pull, tearing the head from its body.

"Don't think that's going to stop me!" the head said as the body continued to flail about scaring the customers in to a panic and they began to scream.

"This way," Sophie said to Rose and tugged her over to the fire bell. Rose snapped out of it a little and nodded moving with Sophie, being closer Sophie hit the bell, whilst Rose who had a stronger voice shouted, "Everyone out! Out now!" the customers ran, "Get out! Get out! Get out!" Rose yelled a few more times before she Sophie and the Doctor fled through the kitchen and out of the back exit.

The Auton body following.

Rose and Sophie ran to the gate, Rose banging against the locked gate whilst Sophie glanced about for anything that might be useful in helping to get the chain off.

Her gaze landing on the blue box that had disappeared earlier and freezing. They were much closer this time and… it felt… warm? Behind them the Doctor calmly locked the door to the back exit with his sonic, before moving towards them. His gaze landing on Sophie as she stood stock still, staring at his Tardis. His attention was drawn to Rose as she yelled at him

"Open the gate! Use that tube thing, come on!" she demanded.

"What this? This is a sonic screwdriver," he corrected calmly.

"Use it!"

"Nah. Tell ya what, let's go in here," he nodded to his ship, before moving towards it, the Auton still banging against the door and Rose still trying to get the gate open. He paused beside Sophie, glancing at her face and was glad to not see fear in her eyes as she gazed at his ship. The telepathic thrum of her brushing against them gently this close to her. No, it was curiosity and wonder, and she hadn't even seen the inside yet.

He grasped her gloved hand, blinking at the feel of cloth instead of flesh, having briefly forgotten that her hands had been covered by the creamy coloured material in the café and registering the way she tensed briefly at the contact before relaxing.

He shrugged off his curiosity for now, he'd have time later, instead he gave her hand a squeeze to ensure she was back in the present and not with his ship, "Come on," he gestured again with his head to the door, before releasing her hand and pulling out his key to unlock the Tardis, and stepped inside, busying himself whilst he waited by setting up what he needed.

He didn't have to wait long before the quiet presence of Sophie stepped in through the door and glanced up to see her reaction and wasn't disappointed by the awe and surprise on her face. Her mouth falling into a small 'o' as she slowly turned around in a small circle to take as much in as she could.

"Oh, you're gorgeous," he heard her breathe and to his surprise the Tardis hummed in appreciation in response. He flicked his gaze back to Sophie to see she was smiling like she had understood the response the Tardis had given to her statement. It seemed his old girl was already fond of Sophie Annette Connolly. Well, it wasn't very often that a telepath apart from himself entered her, let alone someone who could hear her and understand…

Still, that left another question surrounding Sophie not only who she was but what… he itched to question her even give her a quick scan with his sonic, but… he was busy. Right yes, busy had to trace the signal…

Rose ran into the ship, "Doctor it's going to get us!" she slammed the door behind her only to stop in her tracks eyes wide, before she turned and ran back out. The Doctor snorted a small huff of laughter but continued to work.

Whilst Sophie stepped towards the door worried for the blond, only for her to come back in a moment later, "It's gonna follow us!" she shouted desperately.

"The assembled hordes of Genghis Khan couldn't get through that door, and believe me they've tried. Now, shut up a minute," he ordered and ignored the quiet almost too soft for him to hear the huff of 'rude' that came from Sophie.

Sophie slowly wandered around the console room, her hands behind her back to stop herself from touching. She just wanted to look. There was an approving hum in her mind that she assumed was the ship… a sentient ship! It was mind boggling, but she could feel ' _Her?'_ another approving hum and a smile curled up her lips. She was warm… comforting… something she'd never had… she paused there and turned her mind away. Doing a mental 180 that had the low-level hum in her mind send out a soothing pulse that had her blinking back tears. ' _Why?'_ why was she…

The Doctor frowned over his work, sending a quick glare to his Tardis. He could tell she was communicating with Sophie and it was distracting, especially when he could see her shifting emotions drifting across her face. _'Do you mind I'm working?'_ the Tardis sparked a little at him and he glared a little, but let it go…

He got up, head in hand, "You see, the arm is too simple," he said drawing their attention, "But the heads perfect. I can use it to trace the signal back to the original source," he said as he finished wiring the head in. He turned and faced them, "Right. Where do you want to start?" he asked them.

"Um… the inside's bigger than the outside?" Rose murmured uncertainly.

The Doctor grinned really that never got old, "Yes," he agreed.

"What's her name?" Sophie asked, her eyes still drifting around the console room.

The Doctor's smile softened a little… that was a first, "She's a T.A.R.D.I.S. that's Time And Relative Dimension In Space,"

Sophie shook her head, "No, I meant her name. What's she called?"

The Doctor blinked and a faint pink dusted his cheeks and he coughed, "Well, that, you'll uh, you'll have to ask her," he murmured and glanced away.

Leaving Sophie to stare at him for a moment in light confusion, only for the ships soft hum of what sounded like laughter to fill her mind and she cocked her head, "Ok, I will," she decided softly earning a choke from the Doctor, who then sent another stern look at his ship.

"Don't be cheeky," he grumbled at it without any real heat.

Rose frowned, her head spinning, "What do you mean ask the ship its name it's a ship,"

"She's sentient," the Doctor said hurriedly whilst patting a soothing hand over the console whilst Sophie winced a little not used to feeling the ships displeasure, no matter how minor and fleeting.

Rose took in a deep breath, "Right, so… it's alien then?"

"Yep,"

"Are you alien?" Rose asked the Doctor.

"Yes," the Doctor responded again, this time watching her carefully, "Is that ok?" he asked looking from Rose to Sophie and back again.

"Yes," Rose responded quickly, almost hastily.

Sophie cocked her head at him, "Yeah. It's ok," she murmured her gaze curious, "You look human?" she questioned.

"No, you look Time Lord. We came first," he corrected.

"Time Lord?" Sophie murmured, her expression still curious. He waved cheerily, wiggling his fingers at her as if saying 'that's me,'.

The Doctor was saved from having to bring up a different line of conversation, ready to move on from talk of his people, when Rose who'd gone silent, let out a soft sob drawing their attention back to her.

"That's ok," the Doctor said whilst Sophie hesitated for a moment, before she crossed the distance on light feet as the Tardis hummed a reassurance in her mind, stopping by the now seated blond. A slightly shaky hand coming to rest on the younger girl's shoulder. Hoping that this was right… she'd never really had to comfort a crying person before.

' _Was it always this uncomfortable?'_

The Doctor had to bite back a snort of laughter as he picked up Sophie's thought… he hadn't meant to, but he'd loosened his own mental shields when he'd recognized the feel of a telepath using their powers to reach out back in the café and it had been projected outwards… likely by accident if he was right in his observations.

"Culture shock," he carried on his lips still twitching upwards, "Happens to the best of us,"

Rose reached up and gratefully grasped Sophie's hand in her own. The touch helping her feel a little more grounded even as her heart ached, "Did they kill him? Mickey? Did they kill Mickey? Is he dead?"

The Doctor grimaced, his lingering amusement vanishing at the prospect of domestics happening on his ship… "Oh… didn't think of that," he muttered and scratched at his ear… ignoring the accusing look he was receiving from the blond that was now clutching Sophie's hand tightly, leaving her a bit off balance, and mentally floundering, was she even doing this right? _'I'm so rubbish at this.'_

"He's my boyfriend. You pulled his head off. They copied him and you didn't even think?" she said, her tone turning accusing. The girl's attention was drawn to the console as movement caught their eye to see that the Auton Mickey head was heavily melting into the grating, "And now you're just going to let him melt?"

"Melt?" the Doctor parroted he turned, his eyed widening, "Oh no, no, no, no, NO!" he grumbled as he began running around the Tardis' console, sending a mental grumbled at the Tardis for not letting him know, only to receiving an annoyed mental harrumph in return and a small shock against his hand.

The Tardis shook as the engines stirred to life, "Almost there! Almost there!" the Doctor urged his old girl on, "Here we go!" he shouted as he parked the Tardis once again, before racing out the door.

"You can't go out there, it's not safe!" Rose shouted after him, before swiftly moving after him, forcing Sophie to move as well.

' _Uh, I'm sure the Doctor will clean that up for you later,'_ she attempted to sooth the Tardis, not liking the feel of her annoyance. She preferred the gorgeous ship as happy and warm as she had been when she'd first stepped inside. She received a hum that she perceived to be the equivalent of a 'he better' the or else heavily implied, before she was completely dragged out of the ship after the Doctor.

Both girls looked around in surprise at seeing that they were no longer out the back of the café but on the Thames embankment, opposite the London Eye.

"I lost the signal," the Doctor bemoaned, "I got so close,"

"We've moved! Does it fly?" Rose asked.

"I don't think so," Sophie murmured, her hand slipping from Rose's slackened grip, and wiggled her fingers a little to get a bit of feeling back in them… Rose had really been holding on hard, "If it'd flown, wouldn't it have attracted a crowd?" she murmured. She couldn't imagine a big blue box flying through the streets being overlooked.

"Disappears there, reappears here, you wouldn't understand," the Doctor replied distracted as he paced a bit. His gaze searching.

"But if we're somewhere else, what about that headless thing? It's still on the loose," Rose asked with a small frown of concern.

"It melted with the head, are you going to witter on all night?" he muttered not wanting to be distracted whilst he was trying to find the transmitter.

Sophie felt her eye twitch. _'Is he always this rude?'_ she hadn't meant to project the thought anywhere, but the Tardis hummed an affirmative that didn't really surprise her.

"I'll have to tell his mother…" Rose lamented her voice trailing as she wondered just how she was going to explain that one, drawing the attention of both Sophie and the Doctor once again. Sophie allowed Rose to take her hand again, it was the least she could do, seeing as she was at a loss as to what else she could offer.

Rose scowled at the Doctor as he stared at her in question, annoyance at the continued to distraction shadowing the expression, "Mickey!" Rose exclaimed angrily, "I'll have to tell his mother he's dead, and you just went and forgot him, again,"

"He might not be," Sophie added, her voice quiet, not she wanted to draw attention to herself with Rose's angry thoughts battering at her barriers, but the words had slipped out before she really had a chance to realize she was going to say them.

"You were right! You ARE an alien!" Rose squeezed Sophie's hand gratefully in response to the brunette even as she yelled at the stupid alien. She went to turn and walk away and take Sophie with her when the Doctor spoke again.

"Look, if I did forget some kid called Mickey,"

"Yeah, he's not a kid!" Rose exclaimed a little insulted as she whirled back to face him. If he thought Mickey a kid what must he think of her.

"It's because I'm trying to save the life of every stupid ape blundering on top of this planet, alright?" he yelled. His gaze flicking to Sophie as she winced and the frown of concentration appeared on her face and she took a small step away from them both, as much as their clasped hands would allow. He internally sighed as another question was added, but he couldn't focus on it… he was still bleedin' busy.

"Alright!" Rose shouted back.

"Yes! It is!" he snapped back. His gaze flicking to Sophie again and he just couldn't help himself as he mentally reached forward to gently brush against her to get an idea of what was wrong, only to be rebuffed rather viciously by a shoddy erratic barrier that was designed to keep everything away. It was the equivalent of a 'piss off'. He was lucky that he knew what he was doing, or that probably would have hurt… but still… rude, completely. And he wasn't even sure if she knew that that was what she was doing right now… infernal curiosity of a woman.

Rose shook her head disbelievingly drawing his attention back again and Beside her Sophie relaxed cautiously as Rose's mental consciousness calmed and stopped battering at her, clambering to be heard. Something which, didn't go unnoticed by the Doctor.

"If you are an alien, then how come you sound like you're from the North?" Rose asked curiously.

"A lot of planets have a North," he harrumphed as he folded his arms and looked away from her, slightly thrown that she wasn't shouting anymore and still rather put out, by all the domestics he was having to deal with… well at least it wasn't in the Tardis, that was something.

"What's a police public call box?" Rose asked next.

The Doctor grinned, "It's a telephone box from the 1950's," he said as he patted the Tardis fondly.

Sophie nodded, "They used to detain people in them until they could get them to the station," she murmured and then flushed at the look she was receiving from Rose.

"Where'd you learn that? Your uni classes? Wouldn't think it'd be covered in Lit," Rose questioned as she observed Sophie as the brunette shuffled uncomfortable under the combined intense stares of the Doctor and Rose.

"No, not for school," she denied, "The old Warden used to lament that they weren't around anymore," she shrugged, "Couldn't threaten to lock us in for the police to take away when we were naughty," she muttered under her breath unaware that they were both close enough to hear her bitter muttering, "So, why does she look like a police box?" she asked nodding to the Tardis hoping to distract the two that were still staring at her, making her want to twitch like she'd done something naughty.

"It's a disguise," the Doctor replied after a moment, silently filing the new information away in the growing mental folder that was Sophie Annette Connolly. He'd come back to it later.

Sophie smiled it didn't seem like a good disguise to her. A big blue box… but it seemed to suit the strange man that owned her.

Rose shook her head as bemused as Sophie, "Ok. And this living plastic, what's it got against us?"

"Nothing, it loves you. You've got such a good planet. Lots of smoke and oil, plenty of toxins and dioxins in the air… perfect," he grinned at them, "Just what the Nestene Consciousness needs,"

Sophie grimaced at the name. She had a feeling that it was the big vat of lava like goop she'd seen when the Doctor touched her hand.

"It's food stock was destroyed in the war, all it's protein plants rotted, so Earth… dinner!"

"Any way of stopping it?" Rose asked.

The Doctor grinned and pulled out a tube of blue liquid from his inside jacket pocket, "Anti-plastic!"

"Anti-plastic?" Rose repeated dubious.

"Anti-plastic?" Sophie echoed, rather non-pulsed that saving the world was down to anti-plastic.

"Anti-plastic!" the Doctor confirmed, before tucking it away again, "But first I've got to find it. How can you hide something that big in a city this small?" he grumbled as he looked around again, hoping to spot something he hadn't before.

"Hold on… hide what?" Rose asked as she and Sophie watched the Doctor as he began to pace again.

"The transmitter. The Consciousness is controlling every single piece of plastic so it needs a transmitter to boost the signal,"

"What's it look like?" Rose asked again, her own eyes skirting around the darkening streets.

"Like a transmitter," the Doctor retorted.

"Ooh, so helpful really," Sophie muttered under her breath, earning another look from the Doctor, this one accompanied by an eyeroll.

He was getting to that bit! "Round and massive, slap bang in the middle of London. A huge circular metal structure… like a dish," he came to a stop in front of them, his back to the harbor, "Like a wheel. Close to where we're standing,"

Sophie and Rose almost at the exact same time glanced behind him at the London Eye that was looming high in the sky and so far, matched his description.

"It must be completely invisible," the Doctor continued oblivious.

Rose and Sophie nudged each other at the same moment knocking elbows gently, they glanced at each other, back to the Eye then back to each other and then grinned in agreement.

The Doctor blinked at them confused at their reaction. Didn't they get the seriousness? End of the world as they knew it? "What?" he asked. They nodded at something behind him. He turned around with a frown, glancing right at it without registering it. He turned back to them completely non-pulsed, "What?" he demanded again glancing from one to the other waiting for one of them to speak.

Rose shook her head at him, her gaze still on the Eye. Sophie used her hand to gesture at it.

He turned around again with a frown, before turning back to look at them, "What is it? What?" he demanded.

Sophie sighed, this was going to take all night. _'I mean really it's right bloody there big as you please!'_ she thought not sure whether to be amused or frustrated.

The Doctor frowned, having caught the projected thought. Eyeing her a little suspiciously. _'Does she know she's doing that?'_ irritated at the insult to his intelligence.

"He's kind thick, ain't he?" Rose murmured a little smug earning a glare from the irritated Time Lord.

"That or blind," Sophie muttered.

"You know, we could probably just go on without him at this point," Rose teased enjoying the moment after how he'd forgotten Mickey.

"Um… rather not face the killer mannequins without the anti-plastic thanks,"

"Humm," Rose agreed, her tongue poking out between her teeth as she smiled.

He turned around again searching again, only to stop dead and repressed the need to slap his forehead, "Oh… Fantastic!" he ended brightly whirling around to face them again no longer irritated as they were off.

He grabbed Sophie's free hand as he ran past them, tugging both into a run as Sophie's other hand was still clutched in Rose's the blond not having let go earlier.

The Doctor frowned as he once again felt her tense for a moment at the contact, before relaxing once again… it was almost like she was expecting something to happen and was relieved when it didn't… He tightened his grip on the slender appendage briefly… he was beginning to think enigma wasn't a big enough word to express just how much of a giant question mark she was!

The three hurried towards the London Eye, finally slowing to a stop once they reached the foot of the giant structure, their linked hands dropping.

"Think of it. Plastic, all over the world. Every artificial thing waiting to come to alive. The shop window dummies, the phones, the wires, the cables…"

"The Breast implants…" Rose added and Sophie scrunched her nose at the mental image that gave.

"Still, we've found the transmitter. The Consciousness must be somewhere underneath," he said and they started to look around for a possible entrance.

"What about down here?" Rose called from where she'd found a manhole. The Doctor ran over Sophie just behind him.

"Looks good to me," he agreed and the three descended. The Doctor took the lid off the top, smoke billow out at them tinted red by a light.

' _Oh, that's ominous.'_ Sophie thought as she followed Rose down the ladder where the Doctor was waiting for them. They took off down the dimly lit corridor. He opened a door that led into another chamber and they headed down a small stairway.

The Doctor pointed at the vat of orange mass, and paused as a thought not his own drifted to him once again a panicked exasperation to it. _'I knew it! I frikkin' knew it! It just had to be the lava goop! Why can't my visions be wrong! Just once I'd like 'em to be wrong!'_

He darted a surprised look at Sophie… that he hadn't been expecting… and just like normal with the woman… he didn't have the time to question her! Oh, she had to be doing this on purpose! Well, he considered again, maybe not… either way he would be sitting her down after this!

He cleared his throat and focused once again on the issue at hand, "The Nestene Consciousness, that's it, inside the vat. A living, plastic creature," he informed them.

Rose nodded, then gave him a look, "Well, then. Tip in your anti-plastic and let's go," she urged.

The Doctor frowned at her, "I'm not here to kill it. I've got to give it a chance," he said sternly.

Sophie held back a groan at that. She could see it in her minds eye now. The Doctor grabbed by two of the living plastic mannequins of doom by the vat of lava plastic… Ooh this was so going to end badly! And-And just crap! _'Why me?'_ she whinged to herself, because like before with Rose and the mannequin in the basement. She couldn't know and do nothing, but bugger it all… she really wasn't a… oh, just bugger.

"I seek audience with the Nestene Consciousness under peaceful contract. According to convention 15 of the Shadow Proclamation," The Doctor announced and the Consciousness wobbled about as it made a reply, "Thank you. That I might have permission to approach,"

Rose spotted Mickey's huddled form and ran to him, earning an eyeroll from the Doctor, "Oh my God! Mickey!" she gasped relieved, "It's ok! It's alright!" she told him as she squatted down next to him with a relieved smile.

"That thing down there, the liquid, Rose, it can talk!"

Rose wrinkled her nose at her boyfriend, "You're stinking!" she grumbled at him, before smiling at the Doctor, "Doctor, Sophie they kept him alive!"

Sophie nodded and gave the blond a distracted smile as she glanced around the large space, searching with her eyes.

He nodded, "Yeah, that was always a possibility. Keep him alive to maintain the copy,"

Rose glared at the Doctors back, "You knew and you never said? Can you believe that Sophie?"

Sophie nodded again, "Yep," she muttered still distracted.

"Can we keep the domestics outside, thank you?" the Doctor sniped at them whilst Rose helped Mickey to his feet.

The Doctor approached the vat, "Am I addressing the Consciousness? Thank you. If I might observe, you infiltrated this civilization by means of warped, shunt technology. So, may I suggest, with the greatest respect, that you shunt off?"

Sophie took a breath, her heart pounding in her chest. She couldn't stop the killer mannequins, from getting to the Doctor they'd overpower her and she had no weapon to speak of. She'd eyed off the axe, but well, she was more likely to get herself then the plastic waving that thing around… still she looked. Lump in her throat.

"Oh, don't give me that, it's an invasion! Plain and simple! Don't talk about constitutional rights!" the Doctor demanded and the plastic roared angrily rearing up to form a head, "I… AM…TALKING! This planet is just starting. These stupid little people have only just learnt how to walk, but they're capable of so much more. I'm asking you on their behalf - please, just go,"

"Doctor!" Rose shouted and Sophie croaked simultaneously as two Autons approached the Doctor from behind.

But they grabbed him anyway.

Sophie felt sweat cling to her skin… and she chewed her lower lip. So much for the Doctor saving himself approach. She bemoaned and her hands clenched as one of them took out the anti-plastic.

' _Crap! I didn't see that! Stupid worthless visions!'_ Sophie gritted her teeth and slowly started to force herself to inch forward, her blood pounding in her ears.

"That was just insurance! I wasn't going to USE it," the Doctor assured the living plastic struggling to get free whilst the plastic globbered angrily at him, "I was not attacking you. I'm here to help. I'm not your enemy. I swear, I'm not... what do you mean?" he asked confused.

Sophie froze eyes wide as the doors practically blew open to reveal the Tardis.

"Oh, oh no, honestly, no! Yes, that's my ship," the Doctor attempted to explain to the plastic only for it to roar, "That's not true. I should know, I was there. I fought in the war. It wasn't my fault! I couldn't save your world! I couldn't save any of them!" he shouted.

"What's it doing?!" Rose shouted as the place began to shake.

"It's the TARDIS! The Nestene has identified its superior technology. It's terrified! It's going to the final phase. It's starting the invasion! Get out, Rose! Sophie! Just leg it! Now!" he shouted desperate. He didn't want to lose anyone else he couldn't.

Behind him Rose dialled her mom, whilst Sophie swallowed thickly, her eyes narrowing. The rest of the world white noise.

It was now or never and she refused to die to plastic she refused. She broke into a run straight at one of the mannequins holding the Doctor prisoner and barrelled into its back, knocking it in… only to slip when she tried to stop and fell over the edge. Her hand barely catching the edge of the ledge, leaving her dangling precariously.

The Doctor let out a horrified shout, and struggled against the second Auton, "Just hold on Sophie. Just hold on!" he shouted at her.

Sophie nodded, "Yeah, not planning on letting go!" her fingers digging into the cement. Her hands feeling sweaty in the confines of her gloves.

Behind them Rose hung up from her mom scared for her, "Get out Rose!" the Doctor shouted trying to break free still, "And hang on Sophie. Just keep hanging on!"

Rose frowned "Where is Sophie?" her gaze lowered and her eyes widened at seeing a set of fingers gripping onto the edge of the ledge where one less Auton was, "Oh My God!" she gasped and hurried forward ignoring Mickey who tried to cling to her.

As quickly as she could she ran to the ledge, crouching down she grabbed Sophie by the wrist tightly and began to pull and scowled as the material of her gloves shifted against her hold, "You just had to be wearing gloves," she gritted out. Ignoring whatever the Doctor was shouting. She was focused on pulling Sophie out and not falling in herself… something that would be easier if Mickey would help… but the boy was cowering by the door of the Tardis, eyes wide with terror… no help to be had there.

Sophie reached up with her other hand and grabbed the ledge and began trying to help heave herself up. Rose immediately felt the difference and managed to get Sophie's upper body up past the ledge and then Sophie was completely on the ledge with a last great pull and they were stepping away from the edge both breathing hard.

"Get out Rose, Sophie! Just get out!"

"The stairs are gone!" Rose shouted, "And we don't have the key!"

The two shared a look, before gazing back to the doctor as the stubborn Auton continued to hold the Doctor in place. The anti-plastic still in hand and held out of the Doctors reach.

They stared forward determination in their stride. Rose grabbing the arm clutching the Doctor and trying to pull it off.

Sophie hurried around it, avoiding getting to close to the edge. She didn't fancy going for another tumble. She reached up and grabbed the tube and tugged the tube of blue liquid out of the Auton's hand making it release the Doctor and turn to her.

She hurriedly threw it at the living plastic goop and the Doctor and Rose pushing the remaining Auton over the edge.

The Doctor grabbed them both and backed them away from the ledge, "Right, now we're in trouble," he said as the Consciousness began exploding as the anti-plastic killed it.

The three hurried back towards the Tardis where the cowering Mickey waited. The Doctor got the door open and ushered them all in before stepping inside himself closing the door on the dying plastic.

The fire spread throughout the chamber as the Tardis disappeared.

The moment it reappeared in an alleyway, Mickey dashed out the doors like the hounds of hell were after him, before he fell to the ground and stayed their staring at the box terrified.

Rose stepped out next a lot calmer, her phone already going to her ear as she rang her mother again, needing to know that she had escaped unharmed.

Sophie lingered by the doorway of the Tardis for a moment, just staring at the interior of the beautiful ship. She rested a hand against it smiling at the increase in the warm hum in her mind, before she sighed and stepped out into the alleyway herself just as Rose hung up from the frantic rambling of her mom, noticing the cowering Mickey she ran over to him and immediately found her legs being used as a teddy bear, "Fat lot of good you were!" she grumbled at him and got a whimper.

"Nestene Consciousness?" The Doctor said from where he stood in the doorway of the Tardis and clicked his fingers, "Easy,"

Rose smirked at him, "You were useless in there. You'd be dead if it weren't for me and Soph," she gestured at the brunette where she stood closer to the Tardis wanting to bask in the ships warmth longer.

The Doctor nodded in agreement, "Yes, I would. Thank you, both of you," he added with a pointed look at the brunette who blinked then gave him a small smile and nod, "Right then! I'll be off!" he clasped his hands together and paused staring at Sophie, "Unless, uh... I don't know... you could come with me Soph, Rose?" he added as he turned his gaze to the blond.

"Don't! He's an alien! He's a thing!" Mickey cried clutching Rose tighter.

The Doctor shot him a glare, "He's NOT invited. What do you think? You could stay here and fill your life with work and food and sleep, or you could go, uh... anywhere," he enticed them. His gaze going from Rose back to Sophie who was staring at the Tardis with longing and he couldn't be sure, but he thought the Tardis was communicating with her again. He glanced at his ship with a quirked brow. _'Just what are you up to?'_ he asked her only to be completely ignored.

Sophie breath had hitched in her throat at the offer surprise making her blink rapidly for a moment. She wanted to… she really wanted to. The Tardis was amazing and she was humming in her mind teasing her, enticing her, urging her to take the step. That it was worth it, worth everything. Then Rose's voice broke through the surreal possibility of that life and reality came rudely crashing down.

"Yeah, I can't... I've um... gotta go and find my mum and um... someone's gotta look after this stupid lump," she said with a small laugh.

The Doctor nodded in acceptance, disappointed, but there was Sophie and he was almost certain that she would come, "Soph?"

"Soph?" Rose echoed questioningly as the girl remained quiet.

Sophie blinked back her own disappointment and winced a little as the Tardis tried to sooth her, cajole her, "I-I-I can't. I've got uni," she said awkwardly, her gaze going to the Tardis again and that longing… although at the moment she wasn't sure if it was completely hers or the consciousness of the Tardis. She stepped back from the ship with a great reluctance.

The Doctor stared shocked. He'd been so certain that he'd get one if not both, but he'd been turned down twice… even his ship seemed sad now… and perhaps… irritated?

"Right," he said slowly, "Ok. See you around," he said in fair well. His gaze focused on Sophie right up until he closed the door. A moment later the engines revved to life and with its wheeze it slowly disappeared.

Sophie winced, feeling the loss of the Tardis in her mind… leaving her feeling bereft and cold despite her jacket and gloves. With led legs she walked over to Rose, "Um, you saved me too. So, uh, thanks… really thanks. Death by evil plastic, not the way I wanna die,"

Rose nodded and linked their arms, "You're welcome," they both sighed, "You ever feel like real life just exists to kick ya?"

Sophie nodded, "Yep," she agreed popping the 'p'. Both ignoring the now shell-shocked Mickey.

 ***O*O*O***

In the Tardis the Doctor tripped as he tried to move away from the console and he shot a glare at her, "Oi! Stop that!" as he pulled himself back up. He yanked his hand back from the console as she shocked him, "Why are you taking it out on me she's the one that said no! I wasn't gonna drag her on board… either of them,"

The Tardis rocked violently throwing the Doctor to the ground, "Oi!" he shouted, "How is this my fault!" he growled at the irritated Tardis sparks exploded at his feet forcing him to leap back, "Well, if you'd just talk to me… you talked to Soph. Don't try to deny…" the Doctor trailed off as he was once again rocked off his feet.

"I'm not saying I'm not going to go back!" he shouted, "Just not now! I still need to have a chat with Soph. Figure her out," another explosion, "And help… help!" he yelped and the Tardis settled slightly, but her irritation with him was pulsing throughout the entirety of the ship, "Neither of 'em are going to be able to come if you break yourself!" he snarked only to regret it as a small fire broke out over the console.

He raced for the fire extinguisher only for the Tardis to rock herself violently again and throw open the doors almost tossing him into the vortex. He gripped at the door and pulled himself back in breathing hard, "Oi! Are you trying to kill me?!" the Tardis shuddered again threateningly.

He tried to pull the door closed only for them to remain stuck, "What? What is it?" he shouted staring at his Tardis before glancing out at the time vortex.

He tried to shut the door again only for the Tardis to fight him, "What? I can't fix what's wrong if you don't talk to me?" she thrummed in exasperation at him and almost tossed him out the Tardis again, might have succeeded if he hadn't been gripping the door.

He gazed quizzically at the Tardis interior then back to the time vortex she was threatening to toss him into and back again. His face went slack at it dawned on him, "Oh… I'm thick today. Getting old… Course they said no, I didn't tell 'em about…" the Tardis calmed and the floor evened out the console stopped sparking and she hummed a little happier at him, "Humans with their structured little lives. All those obligations," he chuckled to himself, "Of course they said no. Have to be home for beans on toast,"

He closed the door and headed for the console, hurrying around it pushing buttons as he set the course. He paused before the last one, "I'm only asking one more time," he warned the Tardis, "And only cause it's my fault for forgetting. If they say no this time…" he shrugged as he trailed off. He wasn't entirely sure what he'd do about Sophie if she said no. He never could resist a mystery… well, he'd figure that out if she said no a second time… maybe entice her with just one trip… and see if he couldn't hook her in that way…

The Tardis hummed at him in an 'uh-huh. Sure' manner. He shot her a half-hearted dirty look, but pushed the button sending them back.

 ***O*O*O***

"Come on. Let's go," Rose said and tried to move only for Mickey not to budge, leaving him for now she nudged Sophie with their linked arms, "You wanna come back to mine again? Mum won't mind,"

Sophie nodded, "Yeah. That'd be nice,"

"Right well, help me with this lump and we'll head off," Rose muttered untwining their arms as they began trying to shift the boy into movement, "C'mon… come on…" she urged.

"Come on Mickey," Sophie muttered as she tugged at his arm… they both stopped and whirled as the wheezing sound that was starting to become familiar came from behind them.

They stared shocked as the Tardis reappeared. The soft warm hum filling Sophie's mind again. The door was opened and the Doctor popped his head out of the doorway and smiled at them, "By the way… did I mention, it travels in time?" he said with a grin, before he disappeared back inside leaving the door ajar for them.

' _Please?_ ' the hum of the Tardis seemed to mean as it pulsed through her mind again, none of her earlier disappointment in her rejection present. Sophie didn't need it this time. It'd been hard enough turning down the offer once. She doubted she would have been able to say 'no' a second even if the Tardis didn't travel in time.

Beside her Rose turned to Mickey again, "Thanks," she murmured and gave him a quick kiss to the cheek.

Mickey looked at her confused, "Thanks for what?"

"Exactly," she replied before she turned to Sophie with a wide grin. The brunette returned it. She grasped Rose's hand and together they ran for the Tardis leaving a horrified Mickey behind as he watched them disappear inside the blue box. The door clicking shut behind them.


	2. Chapter 2 The End Of The World

**Disclaimer:** I don't own Doctor Who. Just my OC Sophie.

 **A/N:** Thank you to everyone who left a review/favourited/followed the first chapter. Your support helped me get this chapter completed so fast.

Another thank you to **Maethoriel Artemis** for going over a few scenes for this chapter for me. I really appreciate you taking the time.

 **SaberbladePrime:** I won't say much, but you're mostly right.

 **Chapter 2**

 **The End of the World**

' _Really what was Rose thinking? Goading the Doctor?'_ Sophie inwardly groaned as the man in question grinned rather manically in her wary opinion and started punching things into the console. Who the hell knew where they'd end up now!

She'd been quiet during their exchange merely nodding her agreement. A hundred years into the future what wasn't to like… but apparently that was boring and the Doctor had taken them further. Perhaps she should have said something then, but her throat had been tight and her mouth dry, her brain spinning with the possibilities of what might be out there.

Then Rose had goaded him and now they were heading to who knew where and she couldn't help but feel off kilter.

She grabbed the edge of the console as the ride got a little bumpy as the Tardis flew through time and space. The Tardis hummed soothingly, assuring her with a wordless tune that everything was and would be fine allowing her to relax and actually enjoy the excitement of the moment. _'I'm travelling through time!'_ Her eyes met Rose's excited ones and she couldn't help but smile widely at the grinning blond.

Suddenly the Tardis stopped with a cheery 'ping' to announce their arrival, "Where are we?" Rose asked and Sophie watched him intently waiting with baited breath for an answer.

The Doctor however merely grinned and gestured at the door enjoying the excitement of his two companions and was unwilling to spoil the surprise for them. The first time was always his favourite.

"What's out there?" Rose tried again. Her gaze drifting briefly to the quiet Sophie only to look away at seeing excitement on the curly haired brunette's face, reassuring her that the older girl was as excited as she was.

The Doctor gestured again and Rose grinned again before turning for the doors.

Sophie jolted into movement, following the blond out of the Tardis and into some kind of wooden room. She followed Rose's lead as she cast her gaze about curiously, but still not seeing any indication of where they were.

Her gaze was drawn to the Doctor as he pulled out his sonic and flashed it at what she soon realized were shutters for a large window. She followed Rose and the Doctor down the stairs and her breath caught in her throat. She was suddenly hyper aware of her heart beating in her chest and the hairs on her arms and the back of her neck standing on end making the skin prickle.

She was staring down at the Earth! She was somewhere above her home planet, and it was beautiful and terrible. Vaguely she could hear the Doctor talking, but she couldn't pull her attention from the planet…

Sophie almost jumped out of her skin when an arm looped through hers and she gasped and turned to see Rose, who was grinning at her visibly startled friend.

"Where'd you go space-cadet?" Rose teased. _'Must have been thinking hard. Didn't hear me at all.'_

Sophie winced and slammed her barriers closed, her grip on them having slipped in her muddled shock and surprise, "Uh, nowhere, been here the whole time," she denied, heat rising to her cheeks as she realized that she'd been the only one so effected by the sight of the Earth below them.

"Uh-huh, sure ya were," Rose said with sarcastic disbelief.

"I was," Sophie insisted, twirling a messy lock of curly hair around her finger.

"Alright. If ya weren't off with the fairies – what year are we in?" Rose tested with an amused smile.

Sophie's cheeks darkened further, "Uh," she floundered and flicked her gaze to the Doctor hoping for help only to see him staring expectantly, a smile of his own quirking up his lips. There'd be no help from him. She scrunched her brow in thought. She'd been aware of talking, she just hadn't been focusing on it…

Rose's smile widened into a teasing grin about to call her out when Sophie spoke, her voice uncertain.

"Uh, something apple?" she guessed.

The Doctor grinned, "Points for effort," he teased, "Now, pay attention. I don't like to have to repeat myself. As I was saying, this is the year 5.5/Apple/26," Sophie shot Rose a look at the strange year, the blond shrugged. She didn't get where they'd pulled it from either, "Five billion years in your future. This is the day… hold on," he consulted his watch, "This is the day the sun expands. Welcome to the end of the world,"

Sophie felt her world tilt precariously, unease filling her. _'Oh, what was I thinking? I had to have gone crazy! Lost whatever marbles I had.'_ She inwardly whimpered.

She wanted to blame the Tardis, with her wordless assurances and warm soothing hum, seductive blue box that she was, but she couldn't.

That all so human craving for the companionship of others, the pit of loneliness she'd lived with for as long as she could remember, had wanted this, wanted them… and she'd leapt at the chance for it. Time travel, adventure, that was grand, but it was secondary to her desire for friendly faces and companionship – the chance for friends.

So here she was, five billion years into the future with two people she barely knew and feeling just as out of place as she usually did. For a brief moment, she pondered whether she'd be able to sneak back to the Tardis and her soothing presence… she felt eyes on her and glanced over at her companions to see that the Doctor was staring at her out of the corner of his eye. She glanced from him to Rose who met her gaze with another bright smile. Warmth rushed through her, making her want to smile despite her anxiety.

She puffed out her cheeks briefly before blowing out a quiet breath. Yeah, between the two of them. She very much doubted they'd let her disappear on them. Which was nice, she'd never had someone care what she was doing before… but she wasn't too keen on watching the Earth burn.

The Doctor felt a stab of guilt as he observed his quieter, almost painfully shy companion. He probably should have considered her temperament when he'd come up with this idea, but he'd been caught up in the excitement of the moment and had wanted to show off, impress them both. Now he feared he'd just ended up hurting them.

He glanced away torn. They'd probably leave after this. Which may just be for the best… he flinched away from the thought. He was tired of being alone and lonely, not that he deserved any less after what he'd done…

His gaze grew tired and jaded as his thoughts darkened… he didn't want them to leave, either of them… but this would be a good test. A nice slow adventure, more of a trip really, as far as he knew the Earth's death went off without a hitch…

"Well come on," Rose's voice pulled the Doctor back to the present, "No point just standing here. Let's look around," she urged.

The Doctor grinned melancholy shunted to the side, "That's the spirit," he agreed.

Sophie walked with them, keeping in step with Rose. She was still quiet, but she was pulling herself together and was feeling a little silly for reacting so strongly to the Doctors words. It was the Earth's natural end… it wasn't like the ship they were on was going to shoot a laser beam or something at it… right?

She needed to know a bit more before she decided how she felt about all this. Still, her unease lingered at the edge of her consciousness and she had to clench her hands at her sides to prevent them from twisting together nervously.

"Shuttles 5 and 6 now docking. Guests are reminded that Platform One forbids the use of weapons, teleportation and religion. Earth Death is scheduled for 15:39, followed by drinks in the Manchester Suite," a computerized voice announced as the three unauthorized guests wandered down a corridor.

Rose cocked her head slightly, the announcement giving her pause as a sudden thought struck her, "So, when it says, 'guests' does that mean people?" she asked curious and trying not to care what the answer was.

The Doctor shrugged, "Depends what you mean by people," he responded evasively.

Rose gave him a small frown, "I mean people. What do you mean?"

"Aliens," the Doctor responded.

Sophie frowned, "Aren't they technically people too?" she murmured, her quiet voice echoing a little in the empty corridor making it easily heard. Rose shifted uncomfortably realizing she may have been unintentionally insensitive. Sophie titled her head a little curious, "Or do they find being called people insulting?" she pondered.

The Doctor shrugged again this time with a grin, "Depends on the species,"

"Oh," Sophie mumbled, glancing down at her feet. Her expression thoughtful.

Rose cleared her throat softly and filled the silence, "What are they doing on board this spaceship? What's it all for?" she asked as they paused before a door.

The Doctor pulled out his sonic screwdriver again and immediately set to opening the door, "It's not really a spaceship. More like an observation deck. The great and the good are gathering to watch the planet burn,"

"What for?" Rose asked as she shared a somewhat disgruntled look with Sophie.

"Fun," he responded as he pulled open the door and they stepped inside a large observation gallery, "Mind you, when I said the great and the good, what I mean is, the rich," he elaborated.

Sophie crinkled her nose and had to pull her hands away from each other and clutch the hem of her jacket to keep from twisting her fingers together, "So… is it like a party?"

The Doctor smiled at her, a smile that dimmed at the rather uncertain look on her face, "Exactly. A good old send off for the planet,"

Rose shook her head at that, before she seized on what he'd said earlier, "But, hold on, they did this once on 'News-Round Extra' the sun expanding, that takes hundreds of years," she recalled. Sophie nodded in agreement, vaguely remembering something similar being covered in one of her science classes in high school.

"Millions," the Doctor corrected, "But the planet's now property of the National Trust," Sophie blinked at that… the Earth was owned? As in property? When had planets become property? "They've been keeping it preserved. See down there?" he pointed out the window at the tiny glinting light that was orbiting the Earth, "Gravity satellite. That's holding back the sun,"

The two humans peered out the window at the Earth that looked exactly like the pictures in the atlas' and globes.

"The planet looks the same as ever. I thought continents shifted and things," Rose commented.

Sophie resisted the urge to touch the glass, "They do… or there supposed too," she tilted her head again, "Unless all those scientists were wrong," she muttered, silently bemoaning all the wasted lectures in her old science class if that was the case.

The Doctor chuckled at the rather put out look that drifted across Sophie's face, "No they weren't wrong. They did shift. And the trust shifted them back. That's classic Earth," he shrugged, "But the money's run out, nature takes over!" he exclaimed unable to help but be a little excited at the prospect of witnessing nature take its course. His earlier regret momentarily forgotten in the moment. The magic of nature was beautiful.

Rose frowned at the Earth sadly, "How long has it got?"

The Doctor glanced down at his watch again, "About half an hour. And the planet gets roasted,"

Rose turned to him, her expression lighting up with excitement, "Is that why we're here? I mean, is that what you do? Jump in at the last minute and save the Earth?" she questioned.

Sophie lifted her gaze to watch them at that, wondering despite herself. She didn't think that was the case… if somethings time was up, it was up. But it would be nice if they could save it.

The Doctor shook his head dashing whatever hopes both his companions may have had, "I'm not saving it. Time's up,"

Rose looked at him aghast whilst Sophie turned her gaze back down to the planet with a resigned nod. She's thought as much, "But what about the people?" Rose demanded to know and Sophie swivelled about to stare at the Doctor wide eyed… she hadn't thought about people still being down there… Earth about to go kaboom… the planet would have been evacuated, right?

The Doctor looked from one shocked apprehensive face to the next and shot them both slightly defensive looks, "It's empty! They're all gone. All left," he assured. His gaze softening as he spoke.

Sophie breathed out a sigh of relief, before she tensed as a slender hand slipped unexpectedly around her own.

"Just us then," Rose murmured morosely as she stared down at the planet once again.

Sophie floundered a little as she took in the slightly pained expression on the blonds' face, before she cautiously gave the hand a squeeze and received one and a small smile in return.

Sophie concentrated on her mental barriers harder as she felt the presence of a lot of people… aliens, whatever they wanted to be called getting closer, her brow scrunching with the effort… so many different minds!

"Who the hell are you?" The sudden voice made her jump and she released Rose's hand as she spun around, her eyes widening as she took in the man's bright blue skin. Her heart beating a little faster at having been taken by surprise… she'd been too focused on the larger mass of minds congregating somewhere back in the opposite direction.

"Oh! That's nice, thanks," the Doctor grumbled at the unpleasant greeting.

"But how did you get in?" the Steward exclaimed somewhat panicked at their presence, "This is a maximum hospitality zone. The guests have disembarked! They're on their way any second now!" he ranted, already feeling the headache, this disturbance would cause.

"But that's me, I'm a guest, look!" the Doctor assured earning surprised looks from Sophie and Rose. Since when had they been invited? "I've got an invitation!" he pulled out a small leather wallet and flashed it in the Stewards direction, "Look, there you see? It's fine, see? The Doctor plus two. I'm the Doctor, this is Rose Tyler she's my plus one, and this is Sophie Annette Connolly she's my plus two," he said pointing at each respectively and ignoring the irritated look Sophie shot him, "That all right?"

' _Was he ever going to stop doing that?'_ Sophie thought momentarily distracted from her curiosity over the leather wallet that was apparently an invitation of some sort… but they'd come here on a whim… right?

The Steward stared at the wallet non-pulsed at the evidence before him, "Well… obviously," he corrected himself, "Apologies, et cetera. If you're on-board, we'd better get started. Enjoy," he bid them and upon receiving a nod from the man walked back over to his station.

The Doctor grinned at the twin set of curious looks he was receiving and obligingly showed them the paper, "The papers slightly physic. Shows them whatever I want them to see. Saves a lot of time,"

Sophie squinted at it, before reaching out to touch a corner before she could stop herself.

"What?" the Doctor asked curious.

Sophie snatched her hand back and blinked up at him, flushing slightly. She hadn't meant to touch, "Sorry," she mumbled and glanced away.

The Doctor frowned. No not this time… there wasn't going to be another question without an answer. He wasn't in a hurry this time, "No, no don't do that," he grumbled drawing her attention back to him, "What was it?" he asked again, his voice carrying only a hint of a whine.

Sophie glanced back down at the paper, her eyes squinting again, before looking back up at him cautiously. Seeing only his honest curiosity she decided to brave it, "It's just… well, is it supposed to be that hard to read?"

The Doctor glanced down at the paper and back to her.

Sophie flushed a little darker and looked away, "It just kinda fades in an out… like it doesn't want to be seen," she muttered uncomfortable again now.

The Doctor smiled, "Only sometimes," he flipped it closed and bopped it gently against the top of her head, drawing Sophie's gaze back up, "It just means you're not so easily fooled by the illusion is all," which wasn't surprising considering that she was telepathic and apparently had visions. The Doctor slipped the wallet away with a soft hum. Speaking of which, he still had to sit the little enigma down and have a decent chat… ah well, he had plenty of time and he'd been excited to show them the universe.

Rose who'd only been giving the byplay between the Doctor and Sophie only half of her attention, her gaze fixed the steward. Her mind stuck on one specific detail, "He's blue," she breathed.

The Doctor blinked down at her before smiling in amusement, "Yeah," he agreed.

Rose swallowed and finally managed to pull her gaze away to smile awkwardly at Sophie and the Doctor, "Ok…" she trailed her gaze drifting back to the steward almost against her will. He was blue!

The Steward oblivious to the attention he'd drawn, began to announce the guests, "We have in attendance, the Doctor, Rose Tyler and Sophie Annette Connolly. Thank you!" Sophie shot the Doctor another dirty look. She didn't know why he kept doing that, but she really wished he'd stop. He really didn't have to keep rubbing in her foot in mouth moment. It wasn't like they were in short supply or anything.

"All staff to their positions," the Steward ordered with a clap of his hands sending a lot of little blue people scurrying to do their duties aboard the ship, "Hurry now! Thank you, as quick as we can! Come along, come along!" he urged them, before straightening slightly, "And now, might I introduce the next honoured guest, representing the forest of Cheem, we have Trees. Namely, Jabe, Lute and Coffa,"

Sophie watched with awe as the three aforementioned Trees walked into the observation deck, all dignified elegance. Rose on the other hand was trying to keep her composure, feeling rather overwhelmed, first a blue alien and now… now trees where walking!

"There will be an exchange of gifts representing peace. If you can keep the room circulating, thank you," the Steward continued with his introductions, "Next, from the solicitors Jolco and Jolco, the Moxx of Balhoon,"

The Doctor grinned cheerily, whilst Rose's expression grew rather bewildered. Sophie jumped once again as Rose's hand found hers and she winced as she found herself suddenly highly aware of Rose's mind… that was rather frantically battering against her own, storming her barriers in an attempt to be heard.

She squeezed the blonds hand hoping to reassure, it had seemingly been the thing to do before. Rose's hand tightened almost painfully in response and didn't lighten up making the petite brunette wince at the dull throb of pain it caused, and for all that Rose's mind didn't calm at all. Her thoughts just on the edge of her consciousness so close she could almost hear them through the barriers.

She concentrated as hard as she could and breathed out a small sigh as Rose's mind dimmed if only slightly for her effort.

"And next, from the Financial Family Seven, we have the Adherents of the Repeated Meme," Rose stared her hand tightening further at the appearance of those just introduced. The Doctor chuckled at the blondes' expression, before he caught sight of the intense look of concentration on Sophie's, the same one she'd worn when she'd been erecting the shoddy 'piss off' barrier around her mind causing him to frown slightly himself… maybe he really should have talked to her first, because really it shouldn't be that hard to keep her consciousness separate from others. That should have been one of her first things she'd been taught…

For Sophie, the introductions blurred into white noise as she was forced to concentrate. She wiggled her fingers experimentally in Rose's grip only for the blond to hold on tighter. She was brought back to what was going on around her as she caught sight of the Trees coming towards them out of her peripheral vision.

"The Gift of Peace," Jabe murmured when she came to a stop in front of the trio, taking a small cutting from one of the trays her fellows where carrying for her, "I bring you a cutting of my Grandfather,"

"Thank you!" the Doctor replied, accepting it, before quickly handing it to Rose, forcing the blond to release Sophie's hand to take it, "Yes, gifts… erm…" he floundered, clearing his throat as he started to feel about his jacket for something that he could give in return, only to come up empty, "I give you in return, air from my lungs," he replied, before he blew gently onto Jabe's face.

"How… intimate," Jabe breathed with a soft smile.

"There's more where that came from," the Doctor responded flirtatiously.

"I bet there is," Jabe flirted back, before she moved along.

Rose stared at the Doctor bewildered and somewhat disbelieving… he'd flirted with a tree! She glanced at Sophie hoping to find someone to commiserate on the strangeness of it all, only to see that the older girl was seemingly oblivious to the meaning behind the exchange, or just didn't care that their companion had done so. And to be honest with as strange as Sophie was sometimes… it really could be either.

"Sponsor of the main event, please welcome the Face of Boe," the Steward continued. Sophie gasped at the sight of the large head in a huge jar that was wheeled into the deck. It didn't seem possible. It really didn't… but there it was. A head existing, living without a body… or was the head it's body… she turned away from the strange phenomenon as another alien approached them, and as she observed the blue alien in the hovering chair she supposed that a living head in a jar probably wasn't the strangest thing she'd see.

"The Moxx of Balhoon," the Doctor greeted.

"My felicitations on this historical happenstance. I give you the gift of bodily saliva," he replied before he spit with accuracy at Rose, making the blond jerk in surprise as it hit her eye.

The Doctor laughed, whilst Sophie stood shocked, "Thank you very much," he responded still chuckling whilst Rose wiped the spit from her eye with a grimace.

Sophie watched as the aliens dressed from head to toe in a black robe and a gold chain hanging around their neck approached them next. Wincing as Rose's mind continued to batter around hers now rather upset and angry… not that she could or would blame the blond. She wouldn't be too happy about getting spit on either, but her head was really starting to pound with all the effort she was putting into keep her and everyone else in the vicinity out.

"Ah! The Adherents of the Repeated Meme. I bring you air from my lungs," he breathed heavily over the group.

"A gift of peace in good faith," one of them spoke, his voice grave. A metallic hand holding out a large silver egg.

The Doctor accepted the gift, before he threw it up into the air and caught it again, before he handed that to Rose as well. Rose took it and absently passed the small cutting of Jabe's Grandfather to Sophie so that she didn't have to hold onto both.

"And last, but not least, our very special guest. Ladies and Gentlemen, and Trees and Multi-forms. Consider the Earth below. In memory of this dying world, we call forth The Last Human," the Steward announced.

The Doors swung open and the Doctor couldn't help but glance at his human companions to take in their reaction and was happy to not be disappointed.

"No," Sophie breathed as she eyed what could only be described as skin stretched over bars, making it look like a trampoline. That could not be the last human.

"No way," Rose agreed, swallowing thickly.

"I know humans have a thing for thin, but… just no," Sophie whimpered, bile rising in her throat as she took in the face that was situated in the middle of the stretched skin… how could anyone… how was that even a way to live…

"The Lady Cassandra O'Brien Dot Delta Seventeen," the Steward introduced.

"Oh, now, don't stare. I know, I know it's shocking, isn't it? I've had my chin completely taken away and look at the difference! Look how thin I am," Cassandra twittered, enjoying the spotlight.

The Doctor laughed silently, but heartily. He looked at Rose and Sophie enjoying their flabbergasted expressions, before he was turning his attention back to Cassandra.

"Thin and dainty! I don't look a day over two thousand. Moisturize me, moisturize me," she demanded of her attendants and received a light misting spray to her face, "Truly, I am The Last Human,"

Rose crept closer for a better look at the trampoline of skin, still not wanting to believe it, causing the Doctor to once again silently chuckle at her reaction. If he hadn't of been so distracted by Rose's antics as she circled around the Last Human, he probably would have noticed Sophie turning and quietly slipping away needing to get out of there.

She wandered into an adjoining room from the observation deck, almost mindlessly grabbing a flute of what she thought was champagne from an unattended tray as she passed it. She sat down on a wide step and let out a low breath, slowly twirling the stem of the flute between her fingers. Then for no explicit reason that she could fathom she started to laugh quietly.

It was all so absurd! The Last Human was a piece of stretched out skin and her head was absolutely killing her… perhaps the champagne wasn't such a good idea after all. She couldn't see it helping with her headache situation… and she really should make sure she wasn't inebriated when she needed to be able to keep up her concentration.

Despite that, she found herself taking a small sip, and found it quite sweet. She felt an unfamiliar mind approach and turned to see the large head… Face of Boe she believed that the Steward had said.

She swallowed thickly as she attempted to find her voice, "Uh hi," she squeaked with an awkward wave.

' _Hello,'_

Sophie's eyes widened in shock at the voice in her head, "You're telepathic!" she exclaimed rather weakly almost dropping the flute.

The Face chuckled in her head, making her flush, _'As are you,'_ he observed.

Sophie stiffened, "How'd you…" she began only to trail off uncertainly. She shifted her legs considering getting up and fleeing back into the observation deck, but that would mean going back to the human skin trampoline.

' _It's nothing to be ashamed of. No matter what you've been led to believe,'_

Sophie frowned at the face. How could he possibly know anything about how she felt?

' _I've upset you,'_ The face observed. _'That had not been my intention. I merely wished to check on you… I forget how young you are,'_

Sophie blinked at him confused, "How young I am? How can I be younger than I am?" she asked a little irritated and confused.

' _A tale for another time, I think. The Doctor will be looking for you soon,'_

"You know him?"

' _Far better than he knows,'_ The Face turned to leave. _'I suggest you try to trust him. I know what you will say. But you will soon learn that he is not the others. He merely wishes to help. Fair well, Soph,'_

Sophie frowned after the face more confused than before, "How do you know me?" she called after him, but received no response as the Face of Boe left as quietly as he'd arrived.

 ***O*O*O***

Rose looked about the observation deck as Tainted Love by Soft Cell played through the old Juke Box looking for Sophie the only other human that counted on board this ship as far as she was concerned, only to find the brunette missing and the aliens everywhere… she couldn't stop herself as she turned and ran, needing to get away from it all for a while.

The Doctor stopped bopping appreciatively to the music as he noticed Rose run off. He immediately turned to Sophie to grasp her hand to pull her along, only to stop dead at the empty space she was supposed to be occupying. He groaned, "Oh of course!" he muttered as he looked around a little more frantic then he'd admit at losing a companion without having noticed a thing.

' _You'll find her in there,'_

The Doctor turned at the sound of the telepathic voice in his head and his gaze landed on the Face of Boe and was graced with a mental impression of just where the brunette was. "Thanks!" he beamed back with appreciation, before he began making his way to the room indicated. He'd deal with the little enigma first… it'd give Rose a chance to compose herself…

 ***O*O*O***

"Ah, there you are," Sophie heard the Doctor call, "You ok?" he asked as he approached the seated brunette.

Sophie nodded her head, "Yeah… I just needed to get away from the skin," she muttered plucking at her jacket with her free hand.

The Doctor frowned at the alcoholic beverage in her hand and with a deft movement snatched it from her lax grip.

"Oi," she grumbled in surprise more than anything.

He sent her a stern look, "You're too young," he said reprovingly.

Sophie frowned confused, "I'm 23," she muttered, but made no move to grab it back, instead frowning at the smudges on her cream gloves and the slightly frayed fingertips of one hand, completely missing the surprise on the Doctors face.

"You are?"

Sophie blinked up at him slowly wondering what the big deal with it was, "Yeah… why?"

The Doctor gave his head a shake and reluctantly handed the flute back, "I just thought you were Rose's age,"

"Rose is 19. Technically also a young adult," she responded as she accepted the flute back before setting it down at her feet.

The Doctor gave his head a small shake and sat down beside her on the step. His blue gaze considering as Sophie fiddled with her gloves, allowing silence to stretch… he should get them up and go find Rose, but… this was a good opportunity to finally get some answers. It wasn't like the blond could get into trouble on the Platform. Though he had a feeling that he'd have to broach the subject rather carefully…

Sophie grimaced. He was doing it again, staring like he wanted something from her, except this time she didn't want him to just ask, because she had a gut feeling that she knew what it was about this time… and it had everything to do with the pounding in her head.

She twitched uneasily, _'Just let it go!'_ she internally pleaded.

' _I can't do that,'_

The sound of the Doctor's voice in her head had her tensing and she shot him a surprised defensive look, "How did you?" she spluttered.

' _You were projecting,'_ The Time Lord responded, internally sighing. There went subtle. He eyed the way she was hunched over protectively, whilst keeping him in her peripheral vision. It was strange conversing with someone like this again… he hadn't since he'd ended the Time War… it was strangely nice after the deafening silence in his head… though from the way she was eyeing him. She wasn't enjoying the experience. It made him want to scowl, what in the world had happened to her to make her react so negatively. _'You know, I'm not going to hurt you Soph,'_

"I was not," Sophie muttered.

' _What?'_

"I wasn't projecting," she grumbled shooting him an annoyed look for insisting on communicating telepathically.

' _You were. It was an accident, but you did. I wouldn't have been able to hear it otherwise,'_ He informed her with a casual shrug and smiling at her trying to set her at ease, but she only curled into herself more, _'Soph…'_

"Look, can you stop?" Sophie asked a hysteric tone entering her voice, "My head hurts enough as it is without you shouting at me!"

The Doctor gave her a look, "I wasn't shouting," he said concerned.

Sophie grimaced, "Well, you were loud,"

The Doctor gave her a sheepish look, "Ah, well I'm a bit out of practise," he admitted – and he'd never encountered a telepathic human before, "So, what makes your head hurt?"

Sophie shot him a look, "It just hurts. Happens sometimes. I believe they call it a headache," she snarked irritated, before she flinched away.

The Doctor observed her reaction, filing it away but didn't bring it up. One issue at a time, "Yeah, but it's not just a headache, is it?" Sophie remained silent glaring at her feet, "It's linked to your telepathy, isn't it?"

Sophie winced at his correct hypothesis, but remained silent. Her heart beating uncomfortably in her chest as she pondered what she should do. The Face of Boe's advice lingering in her mind, but her experiences told her different… even if the Doctor was a telepath himself…

The Doctor sighed, "I can't help if I don't know what's going on," he murmured gently.

"Who said I wanted help?" Sophie asked stubbornly, her blue eyes flashing with her growing agitation.

"You may not want it but you need it. You're hurting yourself, Soph,"

Sophie glared at him and stumbled to her feet, "I'm protecting myself! All of them, they are all so noisy even when they're not saying anything at all! They're thoughts never stop! Never! So, don't tell me I'm hurting myself by doing everything I can to keep them out! I'll take the headaches over hearing every little thought that crosses a person's mind every waking second!" Sophie breathed heavily, her eyes prickling harshly, head pounding worse than before, "I can't," she said quieter, "I don't want to hear them, I really don't – people's thoughts can be such poison," her voice was barely above a whisper.

The Doctor watched concerned as her expression went from distraught to horrified, the colour in her face rapidly disappearing, "Soph…" he didn't get to even finish his thought before the girl was tearing out of the room away from him, "Bugger," he muttered before hurrying after her… maybe he'd pushed to hard…

His gaze was locked on the back of the small brunette as she ran out the same door Rose had taken earlier as he hurried to catch her up, only to be brought up short by Jabe, "Doctor," she greeted and snapped a picture, "Thank you," she murmured.

The Doctor nodded distractedly and grumbled a little under his breath as he realized he'd lost sight of Sophie. Still he hurried on, only to be brought up short once again this time by an announcement over the speaker, "Would the owner of the blue box in private gallery 15 please report to the steward's office immediately. Guests are reminded that use of all teleportation devices is strictly forbidden under Peace Treaty 5.4/cup/16. Thank you,"

Oh, this was really turning out to not be his day…

 ***O*O*O***

"Earth Death in 25 minutes. Earth Death in 25 minutes," the computerized voice announced.

Sophie paid it little mind as she hurried down a corridor, hardly believing her luck in managing to lose the Doctor at least for now. She was mortified at herself. She'd yelled at someone, actually shouted! She never shouted… never raised her voice.

Arguing just led to punishment, worse than backtalking… she didn't even want to imagine what the punishment would have been if she'd ever shouted at someone. She couldn't even begin to imagine what the Doctor must think of her now, or maybe she just didn't want to.

" _Freak! Loser! Nobody cares about you! She was such a freak not even her parents wanted her!"_ Sophie cringed away from the voices of her childhood tormentors that echoed mockingly in her head.

She hesitated in her stride as she felt Rose's consciousness on the edge of her senses, still somewhat frazzled, but calmer than before. She should probably just keep moving… but contrary to what she believed she should do, Sophie found herself heading to where she could feel Rose. Craving the company despite herself.

She entered the room to see Rose sitting much like she had been before she had fled from the Doctor. She padded over to the other girl and sat down heavily, jolting Rose out of her thoughts with a start.

"Oh, there you are. Where'd you get too?" she asked, before peering closer at the brunette's face, "What happened to you?" she asked concerned by how pale she was.

Sophie shrugged as she struggled to come up with a plausible lie… a finger coming up to twirl a lock of hair around it, "Culture shock," she offered after a moment.

Rose eyed her before she snorted softly, "You know… I think you twirl a lock of hair around your finger every time you lie," Sophie ripped her hand away, wincing as she pulled out some hair, "You may want to work on that," she said with a small smirk.

Behind them where Rose had set down the egg, it rocked a little, before a metal spider broke free and looked around.

Sophie glanced down at her lap, her red cheeks standing out against the stark paleness of the rest of her face.

"You don't have to tell me. I was just worried about ya," Rose assured giving the brunette a friendly smile. Glad that the brunette was there to focus on. It allowed her to stop thinking about the human skin trampoline that didn't know an Ipod from a Juke Box…

Sophie twisted her hands together frowning heavily, her chest feeling heavy and tight, "I yelled at the Doctor," she mumbled.

Rose blinked surprised, "That doesn't seem like you?" she commented after a moment.

"It's not," Sophie replied cringing.

Rose frowned, "Well, whatever he did. It must have been bad…"

"No!" Sophie yelped, her voice cracking eyes wide, "No," she tried again voice calmer, "He didn't do anything bad… he just…" Sophie slumped dejectedly, "He just wanted to help," she muttered, hugging her stomach protectively again.

The metal spider scanned Rose's hand, the two girls oblivious to its movements. It stopped abruptly, before it scurried away into a vent…

Rose stared at her for an extended moment before smiling a little, "You're a strange one, ya know that," she frowned as Sophie flinched, "It's not a bad thing to be strange," Sophie slowly lifted her gaze to Rose, a small frown creasing her brow, "Well, I suppose it depends on the strange, but you're the good kind. The quirky interesting kind,"

Sophie looked away, some of her natural colour returning to her face even as her cheeks flared red again, "I'm not interesting,"

Rose scoffed, "Please, you act like you don't want to be touched, wear elbow length gloves and puffy jackets to avoid it, but then you go and let me take your hand or you touch my shoulder… and your kind, but I don't think I ever saw you say more than three words to anyone before the other day when you went with me down into the basement. And just admitted to shouting at a guy for trying to help with something I don't know about… I think that qualifies as interesting," Rose took on a mock thoughtful look, "Well, maybe some of that qualifies as strange… or both," she teased, "And you know. I like strange… normal would be boring," she wrinkled her nose, "I sure hope I'm not normal,"

"Well… you did run into a big blue box to travel the universe. I don't think that's something a normal person would do," Sophie offered hesitantly.

Rose beamed, "Yep! Guess that makes us both strange," Sophie looked down again, her lips twitching upwards a little, "I recon we're gonna be great friends," Sophie looked up again the look on her face making Rose's smile dim down, "Why do I get the feeling you've never had a friend before?" she murmured carefully, her eyes sad. Sophie looked away, her voice locked behind a sudden painful lump that'd lodged in her throat.

' _That Sophie Connolly, she's an odd one – creeps the other children out. They don't want anythin' to do with her…'_ the voice of one of the caretakers at the orphanage reared its head, making Sophie flinch.

Rose frowned darkly the brunette's silence answer enough, "If I ever find the person that did this to you Soph… I'll be having words with 'em – strong ones,"

' _You and me both.'_ The Doctor thought from his position in the doorway, being careful to keep the thought in his own head.

He'd gone to the effort of shielding his mind away completely, it'd be for nothing if he gave himself away… and he'd hate to see their reaction if they discovered he'd been eavesdropping from the moment he'd realized what they were talking about.

It was wrong he knew, but… well, he didn't really have an excuse. He'd just hoped that something would be said that'd help him understand.

He pulled away from the doorframe and relinquished the tight hold he'd had over his mind so that he wasn't completely hidden anymore, "Sophie, Rose? Ah, there you both are," he said jovially. A wide friendly grin on his face as he tried to set Sophie's mind at ease.

The poor girl had lost a bit of colour again was looking at him with wide eyes that were wary… as if expecting him to lash out at her… though his grin seemed to ease her mind a little.

"Aye, aye!" he exclaimed as he stepped into the room and sat down on the other side of Sophie, "What do you think then?" he asked them both, his gaze lingering on the brunette that had shifted uncomfortably at his close proximity… but there was nowhere else he could have sat, before focusing on the blond. He didn't think that he'd be getting much out of Sophie at the moment.

"Great! Yeah… fine. Once you get past the slightly physic paper…" Rose responded, her enthusiasm trailing as she was reminded of why she'd ended up in this room in the first place. The Doctor's laugh sounding a little hollow in her ears, "They're just so alien," she muttered uncomfortably after a short moment of silence.

Sophie's gaze lifted from the floor and she looked over at the blond a little concerned, suddenly realizing that there had to have been a reason why Rose was in here on her own…

"The aliens. Are so alien," Rose continued in response to the looks she was getting from her companions, "You look at 'em… and they're alien," she trailed again with a small frown, she was talking in a bit of a circle.

The Doctor gave her an amused smile, "Good thing I didn't take you to the Deep South," he said jovially, his tone gently teasing and was pleased to earn a brief owlish look from Sophie as she wondered just what the Deep South must be like.

Rose on the other hand was looking at the Doctor through silently narrowed eyes as she remembered that the man sitting with them wasn't human despite his appearance, "Where are you from?" she asked drawing his attention.

The Doctor shrugged as nonchalantly as he could. That was the last thing he wanted to talk about, "All over the place," he evaded and looked away from her staring out towards the window hoping to convey the idea that that particular branch of conversation was closed.

Rose bit her lip and joined him in staring towards the window, her mind still racing, but getting the idea, "They all speak English," she spoke again drawing the rooms attention again.

Sophie cocked her head as she realized that was a little strange, but she hadn't really thought about it.

"No, you just hear English," he said brightly, "It's a gift from the Tardis. Telepathic field, gets inside your brain, translates,"

"It's inside my… our brains?" Rose said her body tensing as she gestured to herself and Sophie. The brunette edging a little away as she felt Rose's mind begin to batter against her own again… threatening a storm… an angry one.

"Well, in a good way,"

Rose glared at him, "Your machine gets inside my head. It gets inside and changes my mind,"

"Rose, I don't th…" Sophie tried, wanting to attempt to calm her as she winced.

Rose shifted her angry eyes to Sophie, and in her anger remembered something else that she'd been too distracted to make something of at the time, "And you!" Sophie flinched back at the accusatory tone, "You knew something about it didn't you,"

"What? No, not,"

"Back in the ship you spoke like you could talk to it. You asked what her name was!"

Sophie flinched again… she hadn't thought how strange that would sound at the time. She lowered her eyes to her knees and clenched her hands together tightly.

"So, are you in my head too?"

Sophie jerked at the question and her head shot up to look at the irate blond again, "No!" she denied vehemently even as she cringed as Rose's thoughts screamed around her barriers, words trying to break through.

"Now hang on," the Doctor tried frowning at how small Sophie looked as she huddled into herself.

Rose rounded on him again, easily distracted in her anger, "Your strange time machine gets inside my head and you didn't even ask?!"

"I didn't think about it like that," the Doctor muttered a bit thrown and rather concerned about Sophie as she sat her eyes closed… just breathing deliberately slow.

"No! You were too busy thinking up cheap shots about the Deep South! Who are you then Doctor? What are you called? What sort of alien are you?" she demanded her ire now focused on the Doctor.

"I'm just the Doctor," he insisted, his lips pursing slightly.

"From what planet?" Rose demanded growing more annoyed at his lack of cooperation.

"Well, it's not as if you'll know where it is!" he exclaimed defensively.

"Where are you from?!" Rose shouted.

"What does it matter?" he gritted out, his annoyance building.

"Tell me who you are!"

The Doctor glared at her. His hands clenching into fists, "This is who I am, right here, right now, alright? All that counts is here and now, and this is me!"

"Yeah, and we're here too because you brought us here, so just tell me!" she growled not noticing the flinch Sophie gave at being included in the conversation again, no matter how slightly.

The Doctor stood and walked towards the window, needing to move away from the situation before he said or did something he regretted.

Rose breathed deeply, calming a little as the computerized voice told them that 'Earth Death was only 20 minutes away'. She glanced over at Sophie and immediately grew concerned her anger forgotten as she took in the brunette's state.

"Soph?" she questioned softly, reaching out and touching a gently hand to her upper back cautiously, her eyes saddening guiltily at the tense flinch her touch evoked. She lowered her hand, "Soph?" she tried again.

Sophie opened her eyes and attempted a smile that was no more than a small twitch of her lips, "I'll be fine. I… I just need a minute," she muttered.

Rose watched her, not sure she really believed the brunette, but reluctantly shifted her attention to the more visibly composed Doctor who had his back to them. Right, she'd give Sophie a moment and deal with the Doctor first…

She got up and approached him, "Alright…" she murmured, trailing slightly wondering just what she could say to at least attempt to make this better, "As my mate Shareen says… don't argue with designated driver,"

The Doctor smiled, but didn't turn to her, using the reflection of the window to keep an eye on Sophie, relieved that the girl was looking better already.

Rose pulled her mobile out of her pocket, "Can't exactly call for a taxi…" she lifted the phone towards the ceiling testing, "There's no signal. We're out of range. Just a bit!"

The Doctor turned to her, his expression relaxed, "Tell you what…" he took the phone from her and immediately began fiddling with it, "With a little bit of jiggery pokery…"

"Is that a technical term, 'jiggery pokery'?" Rose asked as she watched what he was doing with interest.

"Yeah, I came first in jiggery pokery, what about you?"

Rose smiled, sensing that she had been forgiven, "Nah, failed hullabaloo,"

"Oooh," he murmured as he slotted a new battery into the phone and closed it back up, "There you go,"

Rose took the phone back with an uncertain look and got a nod.

The Doctor strolled back over to Sophie who'd been watching them as Rose dialled her mother's number, bighting her lip as it rang. He came to a stop in front of the brunette and held out a hand.

Sophie frowned at it quizzically, before looking up to meet his gaze curiously. Did he want her to take it? "What?" she finally asked.

"It's your turn," he said and wiggled his fingers to silently urge her to produce her phone.

"Oh… I don't have one," Sophie responded getting a confused look.

"Why not?" he asked. He could have sworn that everyone in the early 21st century had one.

Sophie gave him a flat look, "You blew it up along with the top floor. Haven't had the chance to replace it yet,"

The Doctor lowered his hand, "Oh – why'd you leave it up there?"

"I was more concerned with the killer mannequins… and it wasn't like I was expecting someone to blow up the building,"

"Right… sorry about that," he offered.

Sophie shrugged, eyeing him a little like she was expecting the other shoe to drop, "We're alive. And I can replace everything else," she murmured.

The Doctor smiled, "Well when you do, I'll work my jiggery pokery," he promised.

Rose finished her call to her mother with a faintly stunned look on her face as she stepped towards them.

The Doctor grinned at her reaction, "Think that's amazing, you should see the bill,"

"That was five billion years ago. So… she's dead now. Five billion years later, my mum's dead,"

"Bundle of laughs you are," the Doctor responded dryly just as the ship shuddered, "That's not supposed to happen," he told them rather pleased and curious. Neither girl had the chance to respond, before the Doctor was swanning on out the door.

The two followed, but Rose set a slower pace for them, making them trail behind the Time Lord a short distance.

"Are we ok?" Rose asked, eyeing the brunette who did indeed look a lot better than she had before.

Sophie shot her a confused look, "Why wouldn't we be?"

"Well, I did kind of call you an alien," she muttered guiltily.

Sophie blinked, "Huh? When?"

Rose gave Sophie an incredulous look, before groaning, "Sophie, really," she muttered with a fond exasperation.

Sophie was silent for a moment before it clicked… she hadn't thought about it that way, "Oh, that…" she trailed.

Rose sobered, "Yeah that," she agreed tentatively, eyeing the other girl.

Sophie gave her a small smile, "Well, I've been called worse things,"

Rose shot her a look and pointed a finger at her, "Don't smile about that,"

"Right. Sorry," Sophie muttered a bit nonplussed. They were quiet for a moment, "I'm not you know. Not in your head. I'm actively not in your head," she assured, babbling a little in her desire to do so.

Rose blinked at the wording, "Actively not?"

Sophie flushed, a 'deer caught in headlights' look on her face as she realized that she'd gone and put her foot in her mouth again, "I well, uh," she floundered as she wondered just what she should do… what she could say. She could also swear that she heard a soft chuckle echoing back to them from the Doctor's direction.

Rose grinned, "Nah, you know what? Don't tell me. I'd rather figure it out on my own,"

"Huh," Sophie uttered taken aback by the blondes' pronouncement.

Rose nodded, her grin widening as she took in the dumbfounded expression on her friends' face, "Yeah, that's what I'll do. It'll be more fun that way," she declared, determined not to care what it was even when she found out. Sophie wasn't in her head and in that moment for Rose that was what mattered. Though from what she could make out from Sophie's babble… she could be if she tried… which was disconcerting.

"Eh!" was Sophie's attempt to talk. Her eyes wide as followed Rose with her gaze as the blond pulled ahead.

Rose glanced back at Sophie, "Come on, we can't let the Doctor get to far ahead. He's liable to have all the fun without us," she said with a tongue in teeth grin.

Sophie gave herself a mental shake and got herself to nod before the two hurried to catch up with the Doctor whom was grinning to himself as he easily picked up their conversation, his hearing much better than that of a human. Rather thrilled that two were good with each other. Travelling with arguing companions wasn't pleasant.

The three entered the main deck where the revellers were still gathered as the Moxx of Balhoon was talking to the Face of Boe about 'a Bad Wolf scenario', but none of them paid any mind to the conversation.

"That wasn't a gravity pocket," he informed his companions, the two having only just caught up to him, "I know gravity pockets and they don't feel like that," he explained as he fiddled with the control panel by the door.

Jabe who'd been keeping an eye out for him wandered over drawing the Doctor's gaze briefly as he continued to work, "What do you think, Jabe? Listen to the engines, they pitched up about 30 hertz, is that dodgy or what?" he asked her.

Jabe gave a small shrug, "It's the sound of metal, it doesn't make any sense to me,"

"Where's the engine room?"

"I don't know… but the maintenance duct is just behind our guest's suite, I could show you," she looked at the two women beside him, "And," she gestured to them unsure what to make of them, "Your wives?"

The Doctor shook his head unconcerned with the assumption forgetting that he had 21st century human women with him, "Not my wife, either of them,"

"Partners?"

"No,"

"Concubines?"

"Nope,"

Jabe looked at the two women, "Prostitutes?"

Rose scowled having had more than enough, "Whatever we are, it must be invisible, do you mind?" she asked with a glare and Jabe had the grace to look a little guilty, she hadn't thought about being rude, alien cultures where so hard to keep straight in her head.

Rose huffed, "Tell you what, you guys go on, I'm going to catch up with family. Quick word with Michael Jackson," she grumbled, when Sophie seemed like she wasn't going to move to join the Doctor, Rose gave her a gentle push and whispered, "Go on, and make up with him,"

Sophie stumbled her step a little but ended up on the opposite side of the Doctor to Jabe and hesitantly accepted the proffered arm.

"Don't start a fight," the Doctor called over his shoulder to her, "Right then, shall we?"

Sophie looked back at Rose with a slightly worried expression. Rose gave her a 'thumbs up', "You'll thank me later," she muttered under her breath before calling out, "And I want you lot home by midnight!" as the trio moved through the open door earning an amused grin from the Doctor. Rose nodded to herself, sure that she'd done the right thing for Sophie, before taking a breath and starting her way over to Cassandra. Determined to try and be polite to the… she really couldn't call the stretched-out skin human… she really couldn't.

 ***O*O*O***

"Earth Death in 15 minutes. Earth Death in 15 minutes," the computer told the three as they made their way towards the maintenance corridor. Several metal spiders scurried out of sight just before the door opened and they stepped inside.

"Who's in charge of Platform One? Is there a Captain or what?" the Doctor asked as they moved along it.

"There's just the Steward and the staff. All the rest is controlled by the metal man," Jabe replied.

"You mean the computer? But who controls that?" he pressed.

"The Corporation. They move Platform One from one artistic event to another," Jabe informed them.

Beside the Doctor Sophie was pondering over why Rose had thought it necessary to send her off with the Doctor. 'Make up with him' she'd said, but he was busy and it didn't really feel like the time to bring it up… especially not with Jabe there – who was actually being helpful. She just didn't see how she could in this situation. Then again maybe Rose had seen something she hadn't. It wouldn't surprise her. She was rubbish with social queues…

"But there's no one from the Corporation on board?" the Doctor checked breaking the silence that had fallen.

"They're not needed. This facility is purely automatic. It's the height of alpha class. Nothing can go wrong,"

"Unsinkable?" the Doctor queried with a wiry smirk.

Jabe shrugged, "If you like. The nautical metaphor is appropriate,"

"You're telling me. I was on board another ship once. They said it was unsinkable… I ended up clinging to an iceberg, it wasn't half cold," he felt Sophie's gaze on him and glanced down at her.

"Really?" she more mouthed than spoke her voice was that quiet.

He grinned at her surprised and yet awed expression, "Yup," he mouthed back with a wink.

"Wow," Sophie mouthed. She knew he could travel in time, but she'd never even thought about him being a part of something like that…something so famous.

The Doctor turned back to Jabe pausing in his stride, "So, what you're saying is, if we get into trouble there's no one to help us out?"

"I'm afraid not," she confirmed.

The Doctor grinned, "Fantastic,"

"I don't understand. In what way is that fantastic?" When she received no answer from the Doctor who'd begun moving again she glanced over at the other woman only to see her looking as puzzled as she felt.

As they all moved on a spider crept out of its hiding spot.

The three continued on, the low hanging ceiling now forcing the three to stoop slightly, "So tell me Jabe. What's a tree like you doing in a place like this?" the Doctor asked conversationally.

"Respect for the Earth," she responded immediately.

The Doctor gave her a sceptical look, "Oh, come on. Everyone on this platform's worth zillions,"

"Well… perhaps it's a case of having to be seen at the right occasions," Jabe admitted.

"In case your share prices drop? I know you lot. You've got massive forests everywhere, roots everywhere, and there's always money in land," he pressed.

"All the same. We respect the Earth as family. So many species evolved from that planet. Mankind is only one. I'm another. My ancestors were transplanted from the planet down below. And I'm a direct descendant of the tropical rainforest," Jabe divulged.

The Doctor stared at Jabe impressed, before grinning at Sophie who was once again impersonating an owl as she soaked in the knowledge that Jabe's ancestry could be traced back to her home planet.

He pointed to a control panel, "Excuse me," he murmured as he pulled his sonic screwdriver out of his pocket and began poking at the screen with it.

"And what about your ancestry, Doctor? Perhaps you could tell a story or two... perhaps a man only enjoys trouble when there's nothing else left..." Jabe questioned.

The Doctor remained quiet, his expression going carefully blank. Sophie chewed her lower lip as she looked from Jabe to the Doctor. His reaction to Rose's prodding still fresh in her mind.

Jabe spoke again, "I scanned you earlier. The metal machine had trouble identifying your species, refused to admit your existence,"

The Doctor fiddled with his sonic, emotion cracking his mask briefly.

"And even when it named you, I wouldn't believe it. But it was right,"

The Doctor stopped pretending as a small hand touched his arm and his sad eyes flicked over to Sophie to see her chewing her lower lip rather harshly, uncertainty reflected in her own gaze like she wasn't sure she was correct in her action or if he'd even welcome it. He lifted a hand and placed it over hers, giving the gloved appendage a grateful squeeze.

Jabe's tone had grown hushed, apologetic even as it was awed, "I know where you're from. Forgive me for intruding, but it's remarkable that you even exist. I just want to say... how sorry I am," she murmured placing her own hand on his opposite arm as his eyes filled with tears and one fell down his cheek.

He shook it off as he got back to work, steadfastly ignoring both women as he worked, concentrating on getting himself under control again. He opened the door and the three moved through the door and into a large ventilation chamber.

"Is it me, or is it a bit nippy?" he asked.

Sophie really didn't think so, but then she was rugged up in a puffy jacket and her elbow length gloves.

"Fair do's, though, that's a great bit of air conditioning," he continued appreciatively, "Sort of, nice and old fashioned. Bet they call it 'retro'," he said with a grin, before he pointed his sonic at another control panel and scanned it quickly, "Gotcha!" he said triumphantly as the panel fell off and a metal spider fell out and scuttled away across the floor.

"What the hell's that?" the Doctor muttered as the spider scurried around.

"Is it part of the 'retro'?" Jabe asked.

"I don't think so," he muttered, "Hold on," he pointed his sonic again, only for Jabe to fire something at it, immediately disabling it and bringing it back to them in quick succession.

"Hey! Nice liana!" the Doctor complimented as she dropped the spider into his hand.

Jabe blushed a little, "Thank you. We're not supposed to show them in public," she admitted.

"Don't worry, we won't tell anybody," he assured, before he turned his attention to the disabled spider in his hand.

Sophie crept closer to get a look at it and the Doctor shifted a little to oblige her curiosity.

"Now then. Who's been bringing their pets on board?" he murmured as he studied it.

"What does it do?" Jabe asked.

"Sabotage," the Doctor said solemnly just before the computerized voice came through again.

"Earth Death in 10 minutes,"

"And the temperature's about to rocket. Come on," he urged and they hurried from the chamber and back along the service corridor and out into the main ship. They reached a corridor that was filled with smoke and panicked staff and a wholly unpleasant smell.

"Come on! Get back!" the Doctor ordered the staff so that he could get to the control panel and started scanning it.

"Sun-filter rising. Sun-filter rising,"

"Was the steward in there?" Jabe asked with concern.

"You can smell him," the Doctor responded solemnly and rested a hand briefly on Sophie's shoulder as she made a choked sound, pressing a hand to her mouth. He frowned at the panel, "Hold on, there's another sun filter programmed to descend," they hurried off down the corridor…

 ***O*O*O***

Inside a room Rose woke up with a grimace and rubbed her sore head. A computerized voice making her freeze.

"Sun filter descending. Sun filter descending,"

She sat up horrified as she took stock of her situation. She spun on her heal and ran to the closed door that refused to open for her. She pounded her fists against it, "Let me out!" she screamed.

"Sun filter descending. Sun filter descending,"

 ***O*O*O***

The Doctor raced along the corridor, a hand clutching Sophie's to make sure that the petite brunette didn't disappear on him. The Platform wasn't safe anymore. They came to a stop outside a door and he finally released Sophie's hand as he began scanning the control panel.

"Rose!" Sophie shouted and banged at the outside of the door, her eyes wide as she felt the terror in the blonde's thoughts.

Rose peeked through the round window, "Sophie! Doctor! Let me out!"

The Doctor felt his hearts freeze in fear, "Oh well, it would be you," he grumbled in frustration as he moved faster. The need to stop the filter descending increasing.

"Open the door!" Rose begged wondering what was taking so long to get it open, when he had a sonic screwdriver.

"Hold on! Give us two ticks!" the Doctor yelled back as he sonic-ed the controls.

"Sun filter Descending. Sun filter Descending."

"Doctor!" Sophie whimpered helplessly as she stood looking at Rose with absolutely nothing she could do to help.

"Hang on! Hang on!" He muttered and flashed the sonic again, before he looked up expectantly.

"Sun filter rising. Sun filter rising,"

The three let out a collective breath of relief and the Doctor looked rather pleased with himself. Rose and Sophie smiled at each other.

"Sun filter rising… Sun filter descending,"

The Doctor scowled and got to work again, "This is just what we need. The computer's getting clever,"

Sophie shot him a panicked look, "Computers can do that?!"

"This one can, evidently," he gritted.

"Will you stop mucking about!" Rose shouted in terror.

"I'm not mucking about, it's fighting back!" the Doctor shouted back frustrated as the computer foiled his attempts to change its programming.

Rose banged on the door, "Open the door!"

"Hang on!"

"Rose!" Sophie shouted as the blond disappeared from view as she ran to get to a lower point in the room and hopefully away from the sun's harmful rays.

"The locks melted!"

"Sun filter descending. Sun filter descending,"

Frustrated with fiddling with it and highly aware of how little time he had the Doctor jabbed his sonic screwdriver right into the wiring.

"Sun filter rising. Sun filter rising,"

Rose stood up shakily and ran back up the stairs and to the door, panting for breath and sweat beading on her forehead from the heat in the room.

"The whole things jammed. I can't open the doors," he growled in frustration, "Stay there! Don't move!" he ordered, before grabbing Sophie's hand and taking off with her down the corridor.

"Where're am I gonna go? Ipswich?!" Rose shouted after them with sarcasm born of her terror.

"Earth Death in 5 minutes,"

 ***O*O*O***

The Doctor and Sophie ran into the Manchester suite to find the now concerned guests milling about whilst Jabe was tapping at her computer the disabled metal spider still in hand.

Jabe studied her computer intently, "The metal machine confirms. The spider devices have infiltrated the whole of Platform One,"

"How's that possible? Our private rooms are protected by a code wall. Moisturize me, moisturize me," Cassandra twittered.

The Doctor released Sophie's hand as he took the destabilized spider out of Jabe's hand eyeing the spider.

"Summon the Steward!" the Moxx of Balhoon demanded.

Jabe shook her head sadly, "I'm afraid the Steward is dead," she informed them. There was a collective gasp of shock at the news.

"Who killed him?" the Moxx of Balhoon asked outraged.

"This whole event was sponsored by the Face of Boe! He invited us!" Cassandra declared, "Talk to the face! Talk to the face!"

Sophie stared at the skin that had once been a human being with a small frown. She was terrible at social queues and was only just learning to stumble her way through comforting people – she still didn't know if she was getting that right, but she hadn't been rebuffed for it yet… however every instinct she'd been forced to develop as the orphanage's outcast was sending warning bells… but that could also be the chaotic mess that was the panicked minds battering rather relentlessly against her own… it was hard to think clearly when her head was pounding.

The Doctor shrugged, "Easy way of finding out. Someone bought a little pet on board," he showed them the spider he was holding, "Let's send him back to Master,"

There! Was that a shifty look, or was the skin just twitching. Sophie wondered with a grimace, her forehead scrunching against the onslaught of the rooms silent, but abrasive panic…

The Doctor placed the spider down on the floor and almost immediately it came to life, every eye in the room on it as it scuttled along the floor to Cassandra and paused before her.

Sophie stared, completely certain this time the skin was looking shifty as much as stretched skin could, but to her surprise the spider moved along, scuttling to a stop at the feet of the Adherents of the Repeated Meme.

"The Adherents of the Repeated Meme. J'accuse!" Cassandra gasped.

Sophie blinked at the black clad aliens. Perhaps it really was the mess of panicked thoughts that where battering at her then and not her instincts… she was suddenly rather glad she'd been too busy focusing to say anything…

The Doctor stepped towards the Repeated Meme, "That's all very well, and really kind of obvious, but if you stop and think about it..." One of the Adherents of the Repeated Meme tried to strike at him the moment he was in range, but with a swift move he caught its arm and ripped it off without batting an eye, "A Repeated Meme is just an idea. And that's all they are. An idea," he stated as he ripped a wire out of the arm he was holding and all of the Adherents of the Repeated Meme crumpled into a mess of black cloaks.

Sophie stared rather shocked at the pile that appeared to now be completely empty, her mouth open in a silent gasp… she had not been expecting that.

Cassandra rolled her eyes.

"Remote controlled Droids," the Doctor continued his light tone belying his simmering anger, "Nice little cover for the real troublemaker. Go on, Jimbo!" he ordered giving the spider a nudge with his foot, "Go home!" he demanded and the spider scurried back over to Cassandra.

Cassandra narrowed her eyes at the Doctor rather put out, "I bet you were the school swot and never got kissed," she grumbled, causing the Doctor to raise his eyebrows at her completely unimpressed, "At arms!" she barked out an order and her two assistants with the canisters of her moisturizer raised their canisters.

"What are you going to do, moisturize me?" he asked mockingly.

Cassandra smirked devilishly, "With acid. Oh, too late anyway. My spiders have control of the mainframe. Oh, you all carried them as gifts, tax free, past every code wall. I'm not just a pretty face," she crowed, unable to keep from praising herself – the jig was up anyway.

The Doctor raised an eyebrow, "Sabotaging a ship while you're still inside it? How stupid's that?"

' _Really?'_ Sophie couldn't help but think. _'Taunting the homicidal skin trampoline seems like a good idea to you?'_

' _I'm not the one calling her a skin trampoline,'_ the Doctor pointed out, making Sophie flinch in surprise. She hadn't realized that she'd projected that – just how much had she projected? _'Now, can I get a little hush? I'm concentrating.'_

' _Oops?'_ Sophie offered but didn't know if she succeeded in deliberately projecting her thought to the Doctor as she got nothing in return.

"I'd hoped to manufacture a hostage situation with myself as one of the victims. The compensation would have been enormous," Cassandra explained nonchalantly completely unconcerned.

The Doctor rolled his eyes. _'How bleedin' typical. Humans!'_ "Five billion years and it still comes down to money," he sneered.

Cassandra glared at him, "Do you think it's cheap, looking like this? Flatness costs a fortune. I am The Last Human, Doctor. Me. Not those freaky little kids of yours!" she declared shooting a nasty look at Sophie.

Sophie returned the glare with interest. She hated being called a freak! Absolutely couldn't stand it. Call her anything else, but not that!

"Arrest her!" the Moxx of Balhoon shouted.

"Oh, shut it, pixie. I've still got my final option," Cassandra declared smugly.

"Earth Death in 3 minutes,"

"And here it comes. You're just as useful dead, all of you. I have shares in your rival companies and they'll triple in price as soon as you're dead. My spiders are primed and ready to destroy the safety systems. How did that old Earth song go? 'Burn, baby, burn'," She crowed smugly.

"Then you'll burn with us," Jabe pointed out trying to make the woman see reason.

"Oh, I'm so sorry," Cassandra simpered, "I know the use of teleportation is strictly forbidden, but... I'm such a naughty thing. Spiders, activate," she called and there are series of explosions around the ship, "Force fields gone with the planet about to explode. At least it'll be quick. Just like my fifth husband," Cassandra giggled, "Oh, shame on me. Buh-bye, darlings! Buh-bye, my darlings," she called as she and her bodyguards teleported out.

"Heat levels rising,"

"Reset the computer!" the Moxx of Balhoon demanded.

"Only the Steward would know how," Jabe reminded the distraught alien.

The Doctor shook his head, "No. We can do it by hand," he reassured them, "There must be a system restore switch. Sophie, come on," he murmured as he crossed back to her and grabbed her hand again and they headed for the exit, "You lot - just chill!" he called back over his shoulder.

Jabe hesitated a moment before following them as well.

"Earth Death in 2 minutes. Earth Death in 2 minutes,"

 ***O*O*O***

The three ran along the maintenance corridor. "Heat levels critical. Heat levels critical,"

"I'm really beginning to hate that computer!" Sophie gasped as she forced her legs to move faster. For the first time hating her puffy jacket as sweat slicked against her skin. The temperature was indeed rising dramatically.

They entered the ventilation chamber and paused briefly as the Doctor scanned about with his gaze for the switch, before groaning, "Oh. And guess where the switch is," he said rhetorically as gestured at it. Large spinning fans in the way.

"Heat levels rising. Heat levels rising."

The Doctors stepped over to a lever and pulled it down experimentally, beaming when it slowed down the large blades spinning.

"External temperature, five thousand degrees."

The Doctor's smile faded as the moment he let go the fans picked up again.

Sophie blinked at it, her mind racing almost as fast as her heart. _'Oh bugger… just bugger!'_ she internally screamed. Shaky fingers going to her jacket that was feeling far too hot now anyway. She didn't want too. She really didn't want to! It was going to hurt. Really hurt! But… Jabe was a Tree. A beautiful walking talking Tree and the Doctor had to go… he was the one who knew what he was doing, so he couldn't hold the lever…

' _Just breathe!'_ she told herself as she shrugged off her jacket and stepped forward, throwing it over the lever. _'Just breathe!'_

"Soph…" the Doctor murmured, his eyes tired and old and full of worry as he stared at the shy brunette who seemed to be just full of surprises.

Sophie shot him a look, "Don't – just try and be quick,"

The Doctor stared at her a little helplessly, but then she was throwing her body weight against the lever pushing it down and the Doctor moved.

"Heat levels rising. Heat levels rising,"

"Sophie…" Jabe said uncertainly. The heat making her flinch, but she didn't move.

Sophie glanced over at her and attempted to smile, "You should go," before she winced and a small cry escaped her. The protection her jacket offered against the rising heat fading fast.

"But… you'll burn," Jabe protested, not wanting to leave her to stand by herself… even if she couldn't touch the lever.

"Yeah," Sophie agreed, "But you'll die," she rebutted.

Jabe stared at her a moment longer, before nodding reluctantly, "Good luck… I'm glad I met you,"

Sophie clenched her eyes shut, "Likewise," she croaked out through gritted teeth. _'Breathe, just breathe.'_

"Heat levels hazardous. Heat levels hazardous,"

The Doctor dodged the first fan and hurried to the second, his gaze anxious as he waited to time it right, even though all he wanted was to race through… time was against him and the longer Sophie held that lever…

 ***O*O*O***

Rose cowered in the room she couldn't escape, pressing against the wall as she waited. Hoping that the Doctor and Sophie would be able to do something.

"Shields malfunctioning. Shields malfunctioning,"

Rose hunched lower as rays of the sun blast through the cracks in the filter, everything it touched beginning to melt and burn. She screamed in terror.

 ***O*O*O***

The Doctor still stood before the second fan, anxiety filling him. He glanced back at Sophie to see that she was still leaning her weight on her arms, pushing the lever down with all her might. Her eyes were screwed shut now and her hair was plastered around her head and shoulders, wet with sweat. Her mouth open, in what he interpreted as a silent scream.

"Heat levels critical. Heat levels critical,"

He tore his gaze away and focused and finally dodged the blades of the second fan.

 ***O*O*O***

The cracked glass in the Manchester sweet cracked further and the Moxx of Balhoon was engulphed in the powerful ray of light that broke through. He screamed in agony as he died.

 ***O*O*O***

Rose tucked her head under her arms as the rays of light hit perilously close to either side of her.

"Heat levels rising. Heat levels rising,"

 ***O*O*O***

The Doctor flinched as Sophie let out a short scream and he whirled around to check on her to see that she'd slipped a little in her grip and her stomach had hit against the lever. The jacket covering it as hot as the metal beneath.

He swung back around took a breath as the computer started the countdown… doing his best to ignore the single digit numbers. He watched the blades, timing his moment and dodged around it. He dashed across the last of the distance and pulled the switch down, "Raise shields!" he shouted.

"Exoglass repair. Exoglass repair,"

The Doctor relaxed slightly, before he spun on his heel and hurried back through the fans and coming to a stop next to Sophie who was still holding the lever panting. Eyes still closed.

"Hey," he said gently and reached for her and gently pulled her off the lever, "Let's have a look," he murmured as he lowered her to the floor.

Sophie blinked feeling kind of numb as she looked at her hands, "It murdered my gloves," she muttered as she took in the charred, rather melted and burned material.

The Doctor winced as he looked at them, "Should have taken those off,"

"Kind of forgot I had them on…" she admitted… it was only when she wasn't wearing them that she really thought about them.

The Doctor sighed sadly, "This going to hurt,"

"Already hurts… how much worse could it get?" Sophie mumbled whilst the Doctor dug about in his pocket pulling out a tube of cream and setting it at his feet.

"I'm sorry. I'm really sorry," he murmured as he pulled away the ruined material on each arm as quickly and as carefully as he could, flinching as Sophie whimpered.

The Doctor moved for the cream he'd pulled out, "This will fix you up in an hour… two at the most,"

"What is it?" Sophie asked as her muddled mind started to clear a little and she carefully slipped her now bare arms from his grip.

"Magic burn cream," he responded.

Sophie blinked, "Oh… that sounds almost as bad as jiggery pokery,"

The Doctor gave her a playful scowl, "There's nothing wrong with jiggery pokery," he opened the tube and squeezed out a generous portion.

"I can do that," Sophie spoke up as she realized he was planning to rub in the cream, once again aware that mangled as they were her arms, hands were bare…

The Doctor gave her a look, "Can you even move your fingers?" he asked.

"Oh… good point," she gave in.

"I'll be gentle," the Doctor assured her as he carefully grasped her left arm and began slathering the cream into the abused skin.

"Wasn't what I was worried about," Sophie muttered under her breath, earning a look from the Doctor that she didn't notice as she watched his hands work.

He finished with one hand and squeezed out more cream before moving to her right. He took her arm gently, but still she tensed, "Sorry," he apologized, but this time received nothing but silence. Normally he'd think nothing of it, Sophie was quiet… but she'd been rather talkative a moment ago, so he looked up and met her gaze only to see that her gaze was unfocused.

They snapped back into focus and he was surprised when she giggled at him.

"What?" he questioned.

Sophie's lips twitched she couldn't help it! She'd slapped him! She didn't know why or what had led to it but… Jackie Tyler had slapped him… or would slap him, "Nothing," she murmured.

The Doctor looked at her in disbelief, but got back to slathering the cream over the burnt flesh, "Didn't look like nothing," he muttered petulantly.

And Sophie couldn't help it. She giggled again. It was mean of her to find it so amusing… but the look on his face… the utter surprise…

The Doctor shot her a slightly dirty look, but there was hardly any heat to it. A suspicion brewing in his mind. Still, considering the state she was in, perhaps it was good that she was able to giggle about something. Though he had the unsettling feeling it was about him.

"Alright. All done," he declared.

Sophie glanced down at her hands and stared in surprise. The skin already looking healthier and she flexed her fingers experimentally. Stiff and a little painful still… but the cream was soothing, "Thanks," she said gratefully as she staggered to her feet.

He nodded, "Your welcome, he tossed her the cream, "For your stomach," he said with a gesture. He turned away slightly as Sophie moved to apply the cream.

"Thanks," she murmured again and handed the cream back extremely grateful for the magic cream that was making what had to be third degree burns practically disappear…

The Doctor nodded and gave her a small smile before he turned and started down the corridor, "Come on," he beckoned his voice hardening, "We have a criminal to catch,"

Sophie swiftly followed after him, "Didn't she flash away?"

"Teleported," the Doctor corrected, "And we'll see," he muttered darkly. The Last Human had almost cost him not just one, but both of his companions… and all for money!

 ***O*O*O***

Rose immediately ran over to Sophie and the Doctor hugging both of them tightly the moment they entered the Manchester suite, "Thank you!" she breathed before pulling back and looking at the both of them… or more specifically the shiny red skin of Sophie's arm and the burn whole in her shirt, "Are you alright?" she glanced at the Doctor to include him in the question.

Sophie nodded as she searched the room with her eyes and smiled as she saw Jabe standing with the other Trees. Their eyes met from across the room and Jabe gave her a small bow of her head in appreciation.

"Yeah, I'm fine. I'm full of ideas, I'm bristling with them," the Doctor rumbled, his voice tight as he began moving about the suite, "Idea number one, teleportation through five thousand degrees needs some kind of feed. Idea number two, this feed must be hidden nearby," He listed before he stalked over to the 'ostrich' egg that Cassandra had presented as one of her gifts.

He threw it to the floor, breaking it open revealing the teleportation feed. He snatched it up, "Idea number three, if you're as clever as me, then a teleportation feed can be reversed," He declared and twisted the device.

Immediately Cassandra appeared back in the suite mid-sentence, "Ah, you should have seen their little alien faces," she gloated cheerily, before she noticed that she wasn't in the comfort of her own hideaway, "Oh,"

"The Last Human," the Doctor sneered, his gaze cold as it rested on her.

Cassandra looked around at all the angry faces staring at her rather flustered at this turn of events, "So… You passed my little test. Bravo. This makes you eligible to join the er... the human club,"

"People have died, Cassandra. You murdered them,"

Cassandra glared at him, "That depends on your definition of 'people'. And that's enough of a technicality to keep your lawyers dizzy for centuries. Take me to court then, Doctor! And watch me smile, and cry, and flutter..."

"And creak?" the Doctor cut her off with a smirk.

Cassandra stared at him nonplussed, "And what?"

"Creak! You're creaking," he told her a cheery note entering his voice as Cassandra's skin began to visibly tighten. Her eyes becoming bloodshot, her skin paling out to a sickly shade.

"What? Ah! Ah! I'm drying out!" Cassandra began to panic, "Oh, sweet heavens! Moisturize me! Moisturize me! Where are my surgeons? My lovely boys! It's too hot!" she gasped her skin beginning to splotch red.

Sophie shivered, her mental barriers tired and stretched after her ordeal and she could hear Cassandra over the din of other mental voices. The taste of terror in her thoughts, making the brunette shiver… and pity…

"You raised the temperature," the Doctor said coldly.

Sophie grabbed the back of his leather jacket awkwardly her fingers twinging rather hotly in pain at the action, "Please," she murmured quietly.

"Have pity! Moisturize me! Oh, Doctor!" Cassandra begged.

Rose rather shaken by the sight added her voice to Sophie's, "Help her," she agreed softly… the skin trampoline that was 'The Last Human' pathetic in that moment.

"Everything has its time and everything dies," the Doctor told them, unfazed and unwilling to be moved. He could have lost the both of them and he'd only just found them!

Cassandra began to shrivel, "I'm... too... young!" she cried out before exploded outward in a shower of skin and blood.

Sophie and Rose cringed, but the Doctor remained completely cold in the face of it, before he turned and exited the room… Sophie and Rose stared after him concerned.

 ***O*O*O***

The two women stood at the large window of the Manchester suite that was now completely empty apart from the two of them as they stood shoulder to shoulder watching in mournful silence as the Earth burned.

Behind them the Doctor stepped in through the doorway, Sophie turned to look at him, Rose following suit having seen the brunette's movement out of the corner of her eye. The Doctor approached them.

"The end of the Earth," Rose murmured sorrowfully, tears threatening, "It's gone. And we were too busy saving ourselves, no one saw it go," she reached for Sophie's hand and the brunette steeled herself, but couldn't deny the blond the comfort… comfort she could use as well… she took the blondes hand and grimaced a little, her eyes glazing drawing the Doctor's attention briefly.

Sophie blinked back a furrow to her brow… a missing poster of Rose? Why would there be a missing poster of Rose…

She tightened her hand around Rose's and she squeezed back thinking the brunette wanted comfort, "All those years..." Rose continued, "All that history and no one was even looking. It's just..."

The Doctor stared at their equally sad faces, "Come with me," he murmured carefully grasping Sophie's hand… he probably should have taken Rose's considering that Sophie's hands were probably still a bit tender… but he wanted to test a hypothesis… he grumbled quietly under his breath as Sophie's gaze remained clear. Still he led them, his hand still curled around hers as they walked back through the Platform and back towards where the Tardis had been moved too.

 ***O*O*O***

The three stood under the bright sun back on Earth. The two humans gazing around the milling crowds they had taken for granted.

"You think it'll last forever," the Doctor broke their silent appreciation, "People, and cars and concrete. But it won't. One day, it's all gone. Even the sky," they all lifted their gaze to the sky taking in the beautiful blue. The Doctor lowered his gaze to them, his gaze sad, "My planet's gone," he murmured, forcing the words out and they turned to look at him Rose in stunned shock and guilty understanding. Sophie's just sad.

Rose swallowed and braved a question, "What happened?"

"There was a war. And we lost,"

"A war with who?"

The Doctor remained silent, unable to bring himself to answer the question. His gaze far away as he lost himself in his darkening thoughts.

"What about your people?" Rose broke the silence again pulling the Doctor back to the present.

"I'm the last of the Time Lords. They're all gone. I'm the only survivor. I'm left travelling on my own because there's no one else," he murmured pained.

Rose smiled, "There's me and Soph," she reminded him.

The Doctor looked at them surprised, "You've seen how dangerous it is. Do you want to go home?"

Sophie looked down, honestly… she wasn't sure. It was dangerous, frighteningly so. She stared at her hands… she almost couldn't tell they'd been burned at all.

"I don't know," Rose murmured echoing Sophie's thoughts, "I want..." she trailed off distracted and sniffed, "Oh! Can you smell chips?"

Sophie tested the air and nodded, her stomach rumbling and she flushed in embarrassment.

The Doctor laughed, "Yeah. Yeah!"

"I want chips," she declared with a smile… decision made.

Sophie cocked her head slightly, worrying her lower lip with her teeth for a moment longer before nodding, "Chips sounds nice,"

The Doctor smiled at the both of them, "Me too,"

"Right then, before you get us back in that box, chips it is, and you can pay," Rose declared brightly.

"No money," the Doctor admitted with a shrug.

Sophie grimaced as she realized she'd have to rely on Rose to, "Still haven't got me bank cards,"

Rose stared at the both of them, having forgot about Sophie's mishap with her purse, "Oh, I can see this becoming a habit," she muttered teasingly, "Come on then, tightwad, broke girl, chips are on me," she declared.

The Doctor smiled at his two companions as they started their way in the direction the scent of food was coming from. Humans really did keep on surprising him… he hadn't even wanted to entertain the idea that they'd stay, either of them, after the mess their first trip had become.

Rose grinned, "We've only got five billion years before the shops close," she joked, and the three laughed.

 ***O*O*O***

"Night," Rose called over shoulder as she ambled from the control room of the Tardis, stuffed full from their lunch… but tired as hell and she wanted a shower first.

"Night," the Doctor and Sophie responded.

Sophie stretched out her limbs, "Well, I'm bed bound too," she murmured as she headed after the blond in search of her own room.

She'd reached the stairs that lead out of the room when the Doctor's voice stopped her dead, all thoughts of tiredness forgotten.

"It was a vision wasn't it… the giggling I mean. You'd had a vision," he stated, all the while mentally kicking himself for not being able to help himself… he'd been going to wait… at least until after she'd had a sleep.

Sophie mechanically turned back around, her entire body stiff as she eyed the Time Lord warily, "How'd you possibly…" she grumbled tightly, her eyes narrowed.

The Doctor shrugged and gave her a smile, just oozing relaxed, "I'm clever,"

Sophie eyed him in silence for a moment, contemplating him, before she muttered a curse under her breath, "I projected, didn't I?"

The Doctor's smile turned slightly sheepish, "Yep! But I prefer the I'm clever version," and Sophie snorted. He leaned against the console, "It's linked to touch isn't. The reason for the gloves, the jacket… the aversion to skin to skin contact," he eyed the girl as she glared at him. Her changed posture, her defensive and slightly irate stance. The distrust… the shyness he'd been better acquainted with melting away under a perceived threat.

He'd known it from the beginning, but there was definitely more to Sophie Annette Connolly than what was presented to the world… much more and his fingers were twitching to scratch beyond the shy protective shell.

"Ignoring it isn't going to make it go away," he observed, his gaze not wavering from the silent staring content they were waging.

"I know that!" Sophie snapped, before she closed her eyes and sucked in a deep breath.

' _Oh, no, no, no… don't hide away!'_ he mentally whinged, "Do you?" he shot back, "Because you don't seem all that eager to get control of it,"

Sophie snapped her eyes open again, glaring at him hotly, "I've lived with this for years! Do you honestly think I haven't done everything in my power to get handle on this? This is as good as it gets for me!" she snarled stalking towards him.

The Tardis hummed at them warningly, the lights in the control room dimming and the floor beneath them shook, drawing their attention.

The Doctor had the grace to look at his ship sheepishly, "Sorry," he apologized to the Tardis sheepishly, before speaking to Sophie, "She's not overly fond of arguing," he explained turning his gaze on her to see her blinking owlishly at the Tardis all traces of anger gone. He mentally pouted and shot the ship a half-hearted glare. He'd had a feeling he'd been getting somewhere too.

"Uh sorry," Sophie mumbled to the ship, her cheeks almost beet red in her embarrassment. She was going to turn and flee the control room when the Doctor spoke again.

"How long?" he asked, his voice gentle and coaxing, where it had been deliberately abrasive and provoking before.

Sophie stared at her bare hands and swallowed thickly, before she sighed despondently. The cat was out of the bag anyway. Still her eyes pricked painfully and she had to blink back frustrated tears. She'd been so hopeful too…

"The telepathy as long as I can remember. I used to confuse what was spoken and what was thought… for a long time I didn't even realize that I wasn't supposed to be able to hear what the others were thinking. The visions… well. The first one I remember happened when I was 10… and it's not just touch… sometimes I'll dream,"

The Doctor frowned, "Didn't your parents teach you?"

Sophie stilled and let out a wobbly breath, "Oh…" she muttered under her breath. She gave him a helpless little shrug, "If I have any. I don't know them… I was left on the stoop of an orphanage as a baby,"

"Oh," the Doctor murmured solemnly and tugged at his ear guiltily.

"Yep. So, I did the best I could on my own," she told him honestly though her gaze was focused at her feet.

The Doctor beamed at her, "Of course you did. You're brilliant,"

Sophie shot her gaze up to him, her expression dubious, "No I'm not,"

"Yes, you are," the Doctor disagreed, "It's not everyone that without guidance or any idea of what they're doing could build any kind of barrier around their mind to protect themselves. Humans don't have telepathy or visions of the future. It's not supposed to be a part of their genetic make-up,"

Sophie frowned at him, "I've heard stories…"

"Uncorroborated," he dismissed and then paused, "Well, maybe an isolated case here and there," he admitted, "But only one or the other, not both and low level," his voice rising a little as his excitement grew, "I'd call you an impossible thing Soph, but you're here standing in front of me. So, it's more accurate to say you're just a bit unlikely,"

Sophie blinked up at him as he fell into silence staring at her expectantly, "Do you really expect anyone to be able to catch everything you say when you talk that fast?" she asked with a tilt of her head, choosing to focus on something benign then the larger picture at the moment… she was struggling to process.

The Doctor stared at her blinked and then shook it off, "The point is. I can help you Soph. If you'll let me," Sophie remained quiet, staring up at him. The Doctor smiled at her, "It doesn't have to be now. You don't trust me yet and trust is important. It's your mind not a tinker-toy. The offers there when you're ready," he assured her… Sophie continued to blink up at him and he snorted a little. Humans and they're tiny brains, how did they cope really. She'd be processing for a while he guessed.

He set his hands on her shoulders, careful not to touch her bare skin and gave her a gentle nudge towards the door, "Go on, get some sleep," he urged.

Sophie padded towards the stairs again, only to pause after a couple of steps and turn back, looking a little awkward again, "Um… can you not call me Soph?" she asked, and shuffled her feet. It felt like an odd time to bring it up… but she'd meant to much earlier and things just kept getting in the way.

The Doctor stared a little nonplussed that that was what she was choosing to focus on out of all the things he'd just finished telling her, "Why?"

Sophie shrugged, "I don't like it. It sounds strange,"

The Doctor nodded, "Sure,"

"Thanks," she murmured before turning and heading on up the stairs. She tilted her head as she began down the corridor. _'Can you help me find the bathroom?'_ she tried and beamed as a door appeared in the wall. She blinked at it surprised that it'd appeared out of nowhere, before just accepting it. There were to many other things going on for her to want to question the how and why of the Tardis' ability to do that. So instead she beamed at the beautiful ship, "Thanks!" and the Tardis hummed as she disappeared inside.

Inside the control room the Doctor turned away from the stairs he'd watched Sophie disappear up. His expression thoughtful as he pondered over what he'd learned… his thoughts sticking on one thing in particular when it came to the brunette enigma. It appeared that perhaps she wasn't completely shy, but had learnt to repress to draw less attention to herself…

He sat down in the Captain's chair as he pondered just how he could help in that respect, before a slow smile spread across his face.

The Tardis hummed at him… a little sceptically. Asking him if he really thought the approach he was currently deciding on was really the best idea and was summarily ignored as he began thinking hard.

The Tardis gave the machine equivalent of a tired sigh. She hoped that her Thief knew what he was doing, because this would either be the best thing for the both of them… or end in tears… and she could see both…


	3. Chapter 3 The Unquiet Dead

**Disclaimer:** I don't own Doctor Who. Just Sophie my OC.

 **A/N:** Thank you to everyone who followed/favourited and reviewed the previous chapter. I'm really glad that people are enjoying this fic.

And again, a separate thanks goes to **Maethoriel Artemis** for helping out with a couple of scenes I was having issues with. I really appreciate it!

 **CHAPTER 3**

 **The Unquiet Dead**

Sophie twiddled her bare fingers together as she sat up against the headboard of her bed. Whilst she lingered in her room, still in the jammies she'd found waiting for her when she'd stumbled into the room the Tardis had provided her.

A room that was almost an exact replica of her one at home. Almost because the Tardis had embellished here and there… making it her dream room really with a comforting familiarity. Her clothes from the previous day, sat, on the edge of her queen-sized bed, looking suspiciously fresh and clean despite her adventures… the only things missing where her puffy jacket and gloves, both of which having died a fiery death.

She turned her thoughts away from her clothes. She was trying to relax and enjoy the quiet for a bit before she convinced herself to leave the comforting warmth of her bed and actually begin her day… or whatever it was out there in the subspace they were drifting in.

The Tardis hummed, drawing her attention and words seemed to just pop into her head. _'Time Vortex,'_

Sophie blinked as she slowly put the meaning of the words to her previous line of lazy thoughts, before she looked up at the ceiling of her room, surprised and ecstatic… the Tardis' hums had never formed words for her before!

"Oh!" she beamed, "The Doctor said to ask. So, what's your name?" she spoke out loud, forgetting in her excitement that she could just think and the Tardis would hear her. For a moment, she received nothing but silence and Sophie slumped with disappointment. Only to almost get hit in head by a falling magazine that landed with a soft thump on her lap.

Sophie blinked at it confused before picking it up. Her blue eyes taking in the large word splashed across the cover page above the title. She glanced up at the ceiling mildly confused as to where the ship had pulled it from… "Um… I don't get it," she admitted. She got a short-exasperated hum and she frowned up at her again, "Well, you don't have to make it a riddle, ya know," she muttered with a pout jutting out her lower lip, "If you don't want to tell me you don't gotta,"

The Tardis hummed again, this time a longer exasperated hum that had the hint of amusement to it. Sophie glanced down at the magazine she was holding, then up at the Tardis, then back down… she blushed, "Oh… really? You're not taking the micky, are you?" The Tardis seemed to huff at her, "So, that's your actual name?" she checked curiously.

' _It's what he calls me,'_

Sophie grinned amused, "Really? Does that mean I can call you that? I was thinking more along the lines of Gorgeous, but I think Sexy works so much better,"

The Tardis hummed an affirmative.

She tossed the magazine haphazardly onto the nightstand just as a knock sounded on her door, surprising her.

"Come in!"

Rose popped her head through the door, "Heya, space-cadet who ya talking to in here?" she asked glancing about the room to see it empty apart from her friend.

Sophie blinked as the blond stepped completely in the room, the door quietly clicking closed behind her, "Um… the Tardis,"

To Sophie's continued surprise Rose beamed at her answer, triumph flashing through her eyes, "I knew it!" she cried and bounded over to the bed, making Sophie bounce a bit as she sat herself down none to gently, "You're telepathic!"

Sophie swallowed wrong and began coughing violently. Rose reached forward and patted her back, "I'm right aren't I?"

Sophie groaned and fell back against the headboard, wincing as she hit the back of her head against the solid wood, "Just can't keep a secret around here!" she muttered.

Rose shrugged, "Well, you weren't exactly being sneaky about it. You kinda gave yourself away… and you just admitted to talking to the Tardis… a sentient ship that," Rose frowned slightly as she tried to remember exactly what the Doctor had said, "Has a telepathic field thing,"

Rose paused and eyed the smaller brunette who had an unreadable look on her face as she stared at her with blue eyes that had dulled with emotion, "It's ok, right?" she asked carefully, "I said I'd guess, and you didn't say that you minded," Rose took a breath, suddenly wishing that she'd just kept her guess to herself. It had seemed obvious to her after she'd woken up from her sleep and had gotten to thinking about it again… the little pieces had just all fit together… and as much as it was disconcerting that there was someone that could hear her thoughts if they wanted to… but Sophie had looked so sincere when she'd sworn that she was 'actively not in her head'…

Rose shook her head at herself as she focused her complete attention back to Sophie, "Soph, say something?" she urged.

"Do, do you want me to go now?" Sophie broke her silence, her eyes now downcast to her lap.

Rose reared back a little, "What?" she squawked, "No! Why would you even… oh," Rose trailed off, her expression darkening on Sophie's behalf, "That's happened before, huh?" Sophie didn't respond, but the silence was telling. She reached out and grasped Sophie's bare hand in her own, frowning as the other girl tensed before relaxing, but shoved it away as she gave the soft skin a squeeze of reassurance drawing her blue eyes up to her.

"You're my friend," she said firmly, "I'm not going to lie and say that I'm completely cool with it. Frankly it scares me that you can listen in on what's going on in my head… but it doesn't make me like you any less. Hell, it's also kind of cool and I'm going to trust that you'll keep 'actively not' being in my head. And I want you to stay,"

Sophie shook her head, her teeth worrying her lower lip again, her heart beating loudly in her ears, "I can't always control it Rose. Sometimes, it's too hard to keep everyone out," she admitted and pulled her hand from the blondes in anticipation of the rejection she was expecting.

Rose frowned in thought, "That's what the Doctor wants to help you with ain't it?" Sophie shifted again, only to jump as Rose fell back on her legs with a groan, "That means I've got two telepaths on board, not including the ship! Bye-bye privacy!" she jokily bemoaned, trying to hide her unease at the idea of being surrounded by them.

Sophie blinked down at Rose… she was taking this better than she had expected… she kept getting surprised by those two… and she wasn't sure yet if the Universe was playing a cruel joke on her, or if, that perhaps maybe she'd finally found someone who'd see more than just her freakiness.

Rose frowned once again, "You don't think he's been peaking in my head, do you?" she asked suddenly worried.

"Uh… I don't think he would," Sophie offered uncertainly.

"We are talking about the same guy that thought nothing of his ship getting in our heads and changing things without saying a thing?" Rose muttered, her expression turning a little mutinous.

"That's a good thing remember?" Sophie responded, "Think of all the languages we'd have to learn if Sexy didn't,"

"Yeah," Rose muttered resigned, "I'll talk to him about it," she decided, her jaw jutting stubbornly. Sophie winced, suddenly feeling a little sorry for the Doctor.

Rose sat up as suddenly as she fell down and swivelled around on the covers as she stared at Sophie bemused, "Wait, did you say Sexy?"

Sophie shrugged, "It's what the Doctor calls her,"

Rose's lips twitched, before she doubled over laughing, "Oh, that's brilliant! Such typical man," she chortled.

Sophie shrugged, "I think it suits her," earning a happy hum from the Tardis, "And she likes it,"

Rose giggled for a moment longer, "Oh, I'm sure she does," she sobered, "Are you going to accept his help… I know you yelled at him, but I think that if anyone can help it's that crazy alien,"

Sophie bit her lower lip, "I'm thinking about,"

Rose stared at her, but decided not to push. She could do that later if it came down to it. Right now, the small brunette still looked vulnerable and small, "Good," was all she said though more was on the tip of her tongue.

Sophie blinked up at Rose, feeling a little uncomfortable under the searching look she was receiving. It was a look that spoke volumes and yet told her nothing at all. Although she was sure that it was supposed to.

' _Stupid social queues.'_ She thought, wishing that she could understand, scared that she was missing something important. Something that'd tell her how to proceed… all this seemed too good to be true. This kind of thing didn't happen to her… she'd almost think she was still asleep and dreaming, but she didn't dream unless it was vision… and those were never like this.

As she watched her, Rose's expression shifted to something that was more curious.

"The telepathy isn't the only thing, is it?"

Sophie tensed again and looked at her with wide eyes. Her mind stuttering along now as she floundered over just how the blond knew… was she really that obvious? Or was Rose just that observant?

"Hmm, this one may be harder to guess," Rose considered, but stilled at the look on Sophie's face, just how uncomfortable she was, "Am I allowed to guess? Or would you prefer telling me when you're ready?"

Sophie stared at her for a long moment, taking in the blonds open, earnest and somewhat hopeful expression, "You know what… guess a way," she decided and was rewarded with a great beaming grin and a warm hug. That she hesitantly returned after she took a moment to process the feeling.

Rose pulled back and slid off the bed to her feet, "Come on Soph. Get dressed and let's go find the Doctor I'm sure he's bored out of his mind without us by now,"

Sophie nodded and threw her covers off… somehow feeling lighter than she had before.

 ***O*O*O***

Sophie let out a startled sound as she was forced to fumble to catch a pair of gloves that was thrown at her the moment she alighted into the console room of the Tardis, having been taken completely off guard as she been lost in her own thoughts as she followed Rose down the stairs.

"Those are for you Annie," the Doctor spoke as she blinked down at the dark velvety material that was clenched in her hands.

"Uh thanks," she murmured truly grateful for all of five seconds, before all of his sentence registered and she stared owlishly at him, "Annie?"

The Doctor grinned, "Yep," he popped the 'p', staring at her jovially, completely unfazed by the narrowing of the brunette's eyes.

"Annie?" she repeated.

"Yep. You said you didn't like Soph," he explained.

Sophie's forehead scrunched as she frowned deeply at him, "And where did you pull 'Annie' from?"

"Annette,"

"No," Sophie rebuffed firmly.

"Pixie?"

"No,"

"Pip?"

"Where the bleedin' bloody hell did you get that from?" Sophie growled, strangling the soft gloves in her hands.

"Oi! Language!" the Doctor reproached, before continuing on with an unrepentant shrug, "You're tiny so pipsqueak,"

"NO!"

The Doctor continued to rattle off possible nicknames for the brunette, each one worse than the last. The grin still quirking up his lips. He could probably go on for days. He had spent the past 8hours whilst the two humans slept thinking of nicknames whilst he busied himself around the Tardis. So, he had an absurdly long list of admittedly progressively more ridiculous names lined up.

Rose watched the byplay between the Doctor and Sophie with amusement and horror… she couldn't decide which fit the situation better as her gaze shifted from one to the other like she was watching a tennis match.

If she didn't know any better, she'd say that the Doctor was flirting… the mean pigtail pulling kind usually engaged in by embarrassed 12year old's, but flirting all the same… but as she continued to watch, she couldn't shake the feeling that something deeper was playing out between them… or maybe she was reading too much into it and the Doctor was a flirting 12year old, frowning herself as she started to feel rather annoyed on Sophie's behalf.

"Fine! You can call me Annie!" Sophie yelled having had enough and silence finally descended in the control room.

"Great!" the Doctor said happily ignoring the shocked almost horrified look on Sophie's face and the slightly bewildered one on Rose's. He made his way towards the stairs, "Go grab something to eat. We're heading off in fifteen minutes," he called over his shoulder, leaving the two women to stare after him in shocked silence.

"I don't understand what just happened, but I feel like I've just been had," Sophie whimpered as she slumped against the console. The Tardis humming soothing in her mind in an attempt to calm her.

Rose crossed over to her and placed a consoling hand on her shoulder, "Yeah. He totally tricked ya into letting him call ya Annie," she murmured, deciding to keep her pigtail pulling impression to herself for now. She'd been wrong before after all… and the Doctor could have just been being rude… but it almost felt to deliberate for that…

She shook it off and stared up the empty staircase thoughtfully, "You know. I was a little jealous at first, but now I'm kinda glad he hasn't bothered with giving me a nickname… most of those were awful,"

Sophie shot Rose a half-hearted glare, "Oh, I'm sure your turn will come," she muttered.

Rose shook her head, "Nah. There's not much you can do with 'Rose' or "Tyler' for that matter,"

"What about your middle name?" Sophie asked.

Rose grimaced, "That is something that the Doctor is never finding out," she muttered with a shiver. She turned to look at Sophie who still looked a little shocked at what had happened.

"I should have stuck with Soph," she bemoaned.

Rose grinned at her a little slyly, "So, does that mean I can keep calling you Soph?" she asked.

Sophie shot her a look, on the tip of her tongue to tell her 'no' only to pause for a brief moment as she considered, "Only if you never call me Annie," she stated.

"Deal," Rose quickly agreed.

Sophie loosened her hands around the gloves, sliding the soft material through her fingers before she slipped them on. She looked back to Rose with a small smile twitching up her lips, "Rosie?"

Rose stared at her for a moment, crinkling her nose at the name, "Only you," she muttered after a moment.

"Deal," Sophie agreed and the two shared a smile.

"Oi! Stop yapping!" the Doctor's voice echoed back to them from somewhere in the Tardis, "Unless you girls aren't hungry?! I wasn't kidding about the fifteen minutes!"

"How'd he know?" Sophie murmured as she squinted up the stairs, she couldn't feel him anywhere nearby. She shot a look at the Tardis. ' _Sexy?'_ she asked only to receive a suspicious silence.

Rose shook her head unconcerned with the how, "Dunno. Come on. We better get to the kitchen. If we're headed off somewhere I'm going to need some food first," she stated and they hurried out of the console room.

In another room of the Tardis the Doctor smiled to himself as he fiddled with an innocuous gadget rather pleased with how that had turned out. It hadn't taken much to get her riled and shouting at him… he could only hope that things continued as they were and that with each time she realized that there weren't terrible consequences for expressing herself…

Though perhaps he should feel a little bad if she truly disliked 'Annie' so much… he just couldn't bring himself to care overly much about it at the moment… he was too busy feeling rather pleased with himself.

 ***O*O*O***

The Tardis shook heavily, forcing the Doctor, Rose and Sophie to cling to the nearest surface to keep on their feet. An alarm blared at them warningly.

"Hold that one down!" the Doctor shouted above the noise of his very unhappy ship.

"I'm holding this one down!" Rose shouted back a little panicked as she clung to the console her hand fighting to continue holding down the button the Doctor had told her to hold down earlier when things had started going pear-shaped.

"Well, it's a good thing I was talking Annie then, isn't it!" the Doctor shouted back, before turning his attention back to the brunette who was clinging to the wall of the control room, where both she and Rose had been standing when this had all started, "Oi! Annie! I'm talking to you!" he gestured at the button again.

Sophie shot him a mutinous look for the name, but the Tardis shook heavier and she lurched from her spot, stumbling over to the console, hitting against it, but managing to keep her feet beneath her.

She slammed her hand down on the button, only for the shaking to get worse instead of better, "Are you sure it was this button?!" she yelled as she clung to the edge of the console with her other hand as the Tardis threatened to throw her off her feet.

"Of course, I'm sure! You are holding down the green jiggame button, aren't you?" the Doctor shot back grinning.

Sophie peered down at the button, "Well, it's green!"

"Exactly. The green jiggame button," he responded, rather enjoying himself as the Tardis spun haphazardly through the vortex.

Sophie glanced about the console a bit frantic, the shaking wasn't stopping, "There's a lot of green buttons,"

"But only one jiggame button. Just keep holding it down!" he replied rather unhelpfully in Sophie's opinion, because nothing had improved.

"It's not working!" Rose yelped. Sophie nodded her agreement vehemently. They had to be doing something wrong. The flight had never been this bad before!

"Oi!" the Doctor said shooting the two women a slightly annoyed look for questioning his ability to pilot the Tardis, "I promised you both a time machine and that's what you're getting!" he declared, "Now, you girls have seen the future, let's have a look at the past. 1860. How does 1860 sound?" he asked them.

"Peachy! As long as your driving doesn't kill us first!" Sophie sniped. Her teeth clenching together as she was almost thrown away from the console and the button she was holding down.

"Oi! There's nothing wrong with my driving!" the Doctor responded indignantly and received twin sceptic looks from his companions that had him grinning despite himself.

"What happened in 1860?" Rose shouted over to him, curious despite the shaking that was threatening to upset her stomach.

"I don't know, let's find out!" he exclaimed with excitement, "Hold on here we go!" he shouted before he pulled a lever and the Tardis let out a high-pitched sound as they picked up speed, sending them rocketing through the vortex, heading now for a fixed destination.

 ***O*O*O***

Sophie let out a yelp as the Tardis' violent shaking finally managed to knock her off her feet. She landed heavily, the back of her head connecting with the floor and she groaned in pain. It was with a sense of relief when the wheeze of the Tardis materializing moments later and the shaking came to an abrupt stop.

Laughter from the others drew her attention and she found that she hadn't been the only one to get knocked off her feet by the Tardis, both the Doctor and Rose had joined her on the floor.

Despite the throbbing ache at the back of her head Sophie found herself laughing along with them. That flight had really been something else.

"Blimey!" Rose exclaimed with a grin, rather thrilled by the experience now that it was over. Sophie nodded her agreement, then wished she hadn't as it made her head throb a bit harder in displeasure at the movement.

"You're telling me! Are you alright?" he asked Rose as he got up.

"Yeah! I think so! Nothing broken…" she assessed as she pulled herself to her feet.

The Doctor turned to Sophie and frowned in concern at the sight of her wincing and gingerly touching her head, "And you?" he asked again, shifting a little closer so that he could squat down beside the girl drawing her attention… making her belatedly realize she'd been spoken to.

"Uh yeah," she murmured as she lowered her hand and received a disbelieving look, "Just, my head got a little more closely acquainted to the floor that's all,"

She stilled as almost before she'd even finished talking the man's hands where in her hair, gently probing the back of her skull, "Uh, I think I just bruised it," she mumbled, her cheeks flushing gently as her heart gave an uncomfortable stutter at his closeness and the touch of his fingers that felt more intimate than it was intended to be.

The Doctor spent a moment longer checking the area thoroughly, before pulling back with a satisfied nod, "Just a bruise," he confirmed as he straightened back up, "Up with you Annie-Girl," he urged as he held a hand out to her.

Sophie shot him a glare at the nickname, but allowed him to help her onto her feet, "You're really serious about that name, aren't you?" she muttered at him.

The Doctor smiled at her in response, before his gaze turned to Rose who was smirking at him, "What?"

Rose shook her head at him, "Nothin'," she denied, before she changed the subject, "Did we make it? Where are we?"

The Doctor moved over to a small screen and studied it for a moment, before he grinned, "I did it! Give the man a medal. Earth, Naples, December 24th, 1860," he informed them brightly.

"That's so weird…" Rose breathed, her voice trailing. It hadn't been anywhere near Christmas when she and Soph had left with him and that had barely been a full day ago… not even she didn't think, "It's Christmas,"

The Doctor grinned and gestured them both towards the door, "All yours," he told them, resisting the urge to shoo them on as neither made a move towards it.

"But, it's like... think about it, though. Christmas. 1860. Happens once. Just once, and it's gone. It's finished. It'll never happen again. Except for you," Rose contemplated him thoughtfully, "You can go back and see days that are dead and gone and a hundred thousand sunsets ago... no wonder you never stay still..."

The Doctor shrugged, "Not a bad life,"

"Better with three," she said with a bright smile as she shifted to include the silent Sophie in the conversation only to sigh in fond exasperation to see that she was staring intently at the Tardis… and probably completely oblivious to what had been said, "Oi! Space-Cadet! I was talking to you too," she called.

Sophie hummed and dragged her gaze away from the Tardis and offered a smile of her own, "Definitely better with three," she agreed brightly, stunning the blond momentarily.

Rose shook it off and grinned at her companions again, even as Sophie's gaze drifted back to the Tardis, making the blond roll her eyes and grab the distracted girls hand, honestly. You'd think they landed in 1860 every day, "Come on then!" she cheered and headed for the door brunette in tow. "Oi, oi, oi! Where do you think you're going?!" the Doctor brought them up short.

The blond spun around to face him, releasing Sophie's hand as she did so, "1860!" she responded without hesitation.

The Doctor shook his head at her, "Go out there dressed like that, you'll start a riot, Barbarella! There's a wardrobe through there. First left, second right, third on the left, go straight ahead, under the stairs, past the bins, it's the fifth door on your left. Hurry up!" he called after the blond as she ran out of the control room.

The Doctor blinked at Sophie who hadn't moved from the door her eyes still on the Tardis. He stepped over to her, "Perhaps you hit your head harder than I thought," he said concerned.

"Huh?" Sophie turned her gaze to him before shaking her head, "No… I'm fine… I was just trying to talk to the Tardis… but she's being quiet," she murmured concerned about the ship that still had steam billowing out of the console.

The Doctor smiled his expression softening, "She's fine. Just recalibrating. She'll be all fixed up in a jiffy," he assured and the Tardis put in the effort to hum a quiet affirmation, "Now," he said brightly shifting behind the girl so that he could give her a gentle push in the direction of the stairs, "Go get changed. 1860's waiting,"

Sophie nodded and hurried after Rose. The worry she felt over the state of the Tardis easing further as the ship lit up the path for her so that she didn't get lost.

 ***O*O*O***

Rose glanced back at the door to the large wardrobe she'd found and grinned teasingly at Sophie, "Finally. Took you long enough. Did you get lost?"

"Uh, yeah. Kinda," Sophie responded, her mouth gaping slightly as she took in the large wardrobe. She hadn't imagined something like this when the Doctor said wardrobe… it was massive… and overwhelming in its selection of choices.

"Liar," Rose debunked, and gestured at the other girls gloved hand that had reached up so that she could twirl a lock of hair around it.

"Oh," Sophie muttered and lowered her hand, her cheeks heating up again.

Rose grinning knowingly, "You spaced again didn't cha?"

Sophie offered her a sheepish look. It was close enough to the truth.

"Right," Rose declared suddenly businesslike, "Any idea where to start?"

Sophie glanced a little uncertainly about the racks-up racks of clothes, "Um, that looks like it could fit the 1860's," she said pointing to a large rack.

Rose eyed it as well and grinned at the array of dresses that they could see from their position. She snatched Sophie's hand and led them over at a quick clip all excitement.

The two began sorting and searching through the section of the wardrobe as they both searched for something that suited them…

A long while later, Sophie stood in front of one of the many full-length mirrors that were scattered around the wardrobe. Her fingers working with her hair as she teased the lazy curls into a relaxed side ponytail, that she was tying a deep green ribbon around to hide the thin black hair tie she'd used to secure it. The deep green almost black matched the colour of the dress she'd eventually chosen for herself and the elbow length gloves that the Doctor had provided her with.

It sat off her shoulders, sitting higher than Rose's dress did on hers. The front dipped into a small elegant 'v' and pinched in at her waist, before flaring outwards at the hips so that the skirts would sit properly around her ankles. She'd augmented the look with a slim silver bracelet that sat over her gloved wrist on left hand, with a matching set of silver earrings that were tipped with a green gem and had applied a thin layer of make-up to complete the picture of the elegant lady that was staring back at her from the mirror.

Rose walked over in her own black and red dress, "You ready?"

Sophie nodded and grabbed the black shawl she'd picked out and draped it over her shoulders. She tottered on her heals slightly not used to them and was glad that she'd settled on a pair that had a small heal instead of one of the ones that looked like she'd break her ankle if she even tried…

 ***O*O*O***

The Doctor fiddled with some wires under the console of the Tardis flashing his sonic screwdriver at them as he kept himself busy whilst he waited for his companions to finally make their way back to the console room… never mind that the part he was fiddling with now didn't need to be fixed.

He caught movement out of the corner of his eye and switched off his sonic screwdriver and looked up to see Rose stepping down off the stairs and into the room.

He smiled at her, "You…" he trailed off as his gaze caught on Sophie as she crested the stairs herself; having walked slower than the blond in an attempt to familiarize herself with walking in heels. He swallowed thickly, throat suddenly feeling dry, "Blimey!" he couldn't help but exclaim as he took in the sight of her.

Sophie ducked her head, her cheeks flushing rather hotly, "You shouldn't laugh. This took forever," she muttered embarrassed, mistaking his reaction.

"You look beautiful," the Doctor assured causing Sophie to snap her gaze up to him again. The Doctor cleared his throat and glanced over at Rose, "You both do," he tacked on hurriedly glancing away from both of them feeling awkward, "Considering…" he muttered as he flicked on his sonic again to distract himself.

Rose cocked her hip and shot him a look, "Considering what?" she asked as Sophie came down the stairs to stand beside her.

"That you're humans!" the Doctor replied switching the sonic off again. He couldn't focus now! Not when… the thought trailed as he found his gaze drifting to Sophie again completely against his will. Watching for a brief moment as she fiddled with the ends of her gloves, the flush still staining her cheeks becomingly.

Rose smiled, but heaved an internal sigh. She couldn't help the small flash of jealousy she felt at the Doctor's reaction to seeing Soph. But she shook it off reminding herself that she had a boyfriend back home… a useless lump of a boyfriend who'd done nothing. It was hard to see him the same way after that… which had her heart hurting. She loved Mickey – she did and she didn't want to lose that. So, she decided that when she talked to the Doctor after this adventure. She'd ask if he could take them home for a visit… she needed to heal the small wound between them, but until then…

She straightened up and widened her smile, amusement dancing in her gaze, "I think that's a compliment," she teased before looping her arm through Sophie's, "Don't you think Soph?"

Sophie blinked, her head cocking to the side a little as she considered. She didn't have a lot of good personal experience with those of her own race, but as she glanced over at Rose she couldn't help but grin at the blond who'd been surprisingly kind about everything so far, "Yeah, I think it was,"

The girls turned their gaze back to the Doctor. Rose's eyes turning critical as she took in what she could see of the Doctors outfit, "Aren't you going to change?"

"I've changed my jumper!" he waved off Rose's critique and jump up out of the space beneath the console and tucked away his sonic, "Come on!" he enthused and began heading towards the door happy to finally be able to get going.

"You, stay there!" Rose demanded bringing him up short, "You've done this before. This one's ours!" she declared and the two hurried for the door, Rose unlinking their arms so that they could fit through the door.

Sophie blinked as she took in the blanket of white from just outside the open door of the Tardis and pulled her shawl a little closer to fit against the chill in the air. She hadn't been expecting snow in Naples, but she'd seen odder things since stepping foot in the Tardis. She watched Rose for a moment as the blond girl walked forward a few steps, leaving a trail in the snow that she glanced back at with delight.

The Doctor locked the door of the Tardis and stepped up beside Sophie who was now shifting her feet in the snow, feeling her heels sink slightly. The Doctor smiled and Sophie sensing his gaze looked up and returned it. Her delight reflected in her eyes.

"It's beautiful!" she exclaimed softly, "I wasn't expecting snow,"

He grinned, "Well, what were you expecting?" he asked curiously.

Sophie blinked, "Uh… I don't know. It just wasn't snow," she admitted with a small shrug.

The Doctor offered her his arm as Rose started making her way back to them, "Ready for this?" he asked as Sophie placed her hand in the crook of his arm.

"I don't know about you lot, but I am!" Rose said with a mock scowl as she came up beside them, "Come on you two. Your holding up the show!" she urged them, taking the Doctor's arm as he proffered it at her.

"Here we go. History!" the Doctor exclaimed as the three set off at a leisurely walk down the deserted street.

Rose pulled ahead of them slightly when they reached a square that had a few people still milling about the night. There ambling pace a bit to slow for her taste. Sophie on the other hand was rather happy for the extra support his arm gave as they walked along the snow-covered street. She was uncertain of her footing as it was without adding snow to the mix, as pretty as it was.

The blond trailed after the two however when the Doctor changed direction heading for a lone street vendor.

Sophie watched curious as the Doctor dug around in his jacket pocket with his free hand and pulled out a couple of small coins. She raised a brow at them, "I thought you had no money?" she questioned.

The Doctor gave her a grin, "Just a smattering of coins from here and there," he replied as he paid the man for a newspaper and moved them away a couple of steps, "Not really anything that'd count in the 21st century," he expounded as he unfurled the paper and a frown creased his brow as he realized he'd done it again. He looked up at his companions a little sheepishly, "I got the flight a bit wrong,"

"I don't care," Rose dismissed whilst Sophie shrugged as unconcerned.

"It's not 1860, it's 1869," he continued earning another shrug from the woman on his arm whilst Rose reiterated how little she cared, "And it's not Naples," the Doctor admitted this time earning a curious look from Sophie.

"I don't care!" Rose repeated again.

"It's Cardiff," beside him Sophie shrugged. It may have been fairly close to home, but it was still 1869.

Rose however couldn't help but be disappointed, her smile faltering slightly, "Right…" she muttered trailing off as she looked around the square again, not quite as impressed with it as she'd been before.

"So," Sophie broke the silence that had descended between them, resisting the urge to shuffle her feet awkwardly, "What shall we do in 1869's Cardiff?"

"Um… well there's…" the Doctor floundered a little as he tried to think what had been going on at Christmas eve in Cardiff in 1869. He was saved from the coming up with something when screams echoed through the night. He grinned in relief and the excitement of an adventure, "That's more like it!" he exulted, before he was off and running, having tossed the newspaper over his shoulder. His hand slipping down to grasp Sophie's as the brunette stumbled a little as she was pulled into his run, her hand still having been curled about his arm.

Rose only a few steps behind, her earlier disappointment forgotten as they got closer to the sounds of terror.

The three ran into the rapidly emptying theatre to see a blue gas-like substance zooming around the room, "Fantastic!" the Doctor exclaimed with enthusiasm at the sight of the phenomenon. The Doctor, Sophie's hand still clasped in his, walked over to the rather frazzled Charles Dickens, "Did you see where it came from?" he asked.

The man in question seized on him as the culprit, "Ah. The wag reveals himself, does he? I trust you and your lady are satisfied, Sir!" he snapped at him, irritated at the disturbance to his performance.

"I… what?" the Doctor spluttered rather taken aback by the affronted man who'd laid into him for no reason.

Sophie shrank back a little, "It wasn't m… us," she mumbled more than anything. Half expecting more accusations to be levelled towards them. It had nearly always ended up somehow being her fault in the orphanage.

"Oi!" Rose shouted after an old man and a young woman as the hurried past her the old woman who'd crumpled earlier held between them as they attempted to make a clean get away, "Leave her alone!" she demanded and started off after them with hardly a backwards glance at the Doctor and Sophie merely calling over her shoulder, "I'll get 'em!"

"Be careful!" the Doctor called back, releasing Sophie's hand so that he could leap agilely up onto the stage, "Did it say anything? Could it speak?" the Doctor asked the well-dressed man, whilst Sophie lingered by the edge deciding that the jump would be close enough to impossible in her dress and heels that even trying would be foolish, "I'm the Doctor by the way," he introduced himself as the man merely stared at him dubiously.

"Doctor? You look more like a navy," the man stated, eyeing the Doctor's state of dress critically.

The Doctor's expression turned indignant, "What's wrong with this jumper?" he demanded to know.

Sophie shrugged, starting to move away from the stage, a frown on her brow… she could feel Rose just on the edge of her consciousness… and it was fluctuating from indignant to something else… "Nothing. It's a lovely jumper," she responded carelessly, missing the way the Doctor beamed at her and the other man made a derisive sound.

She started moving for the doors they exited whilst the Doctor shifted his gaze back to the light show above them as it made dive and entered one of the many gas lamps that illuminated the theatre, "Gas! It's made of gas, Annie-Girl!" he exclaimed, his exuberance cut off as the brunette shouted in sudden panic as she ran from the doors.

"Doctor!" he leapt from the stage and hurried after her… unnoticed by either the man made his way from the stage, making to follow who he perceived as the troublemakers of the evening.

Sophie made it out the doors in time to see the blond head of her friend whose mind shouted with panicked thoughts briefly before calming drawing her full attention, disappeared into the back of what appeared to be a long rectangular carriage of some kind, "Rosie!" she shouted and started down the stairs, the Doctor bursting out of the door way chasing after her even as the man and woman hurried around it and swiftly began driving off.

"Doctor, Rose is in that strange carriage thing!" Sophie shouted at a loss of what to do.

"You mean the hearse?" the Doctor corrected, before shooting an irritated look at the man that had followed them and was demanding answers for the 'trick' he'd apparently preformed, "Yeah, mate not now, thanks!"

"Doctor, they're getting away!" Sophie yelled.

The Doctor spied a carriage and grasped Sophie's hand as he hurried towards it, "The carriage quick!" he told her before urgently addressing the driver, "Oi, you follow that hearse!" he shouted whilst helping Sophie up and into the stationary couch. Swiftly jumping in after her.

"You can't do that, Sir!" the man protested.

"Why not?" the Doctor somewhat impatiently, the hearse was getting further away.

"Doctor?" Sophie urged.

"I know. I know," he responded.

Meanwhile the man huffed indignantly, "Why not? I'll give you a very good reason why not! This is my coach!"

The Doctor unwilling to argue any further reached out and grabbed him, "Well, get in then!" he demanded as he yanked him in.

Sophie let out a startled squeak as she was abruptly lifted and placed on the Doctors lap to make room for the man in the small couch that was built for no more than two even as the Doctor ordered the driver, "Move!" and the couch lurched into motion.

The Doctor's hands keeping her from being jostled about by the heaving motion. Still she shot him a disgruntled look at his manhandling.

He met her gaze steadily, "What? Would you prefer it to be the other way around?"

Sophie shook her head in the negative and relaxed a little so that she wasn't holding herself so rigidly, "A little warning would have been nice,"

"I'll remember that for next time," the Doctor commented, before he was distracted by the end of the driver's sentence, "What did he say?" a little shocked whilst the man vehemently declared that things weren't in order at all.

"Let me say this first," the man rounded on his unwanted companions again, "I'm not without a sense of humour…" but he was cut off by the Doctor who was staring at him with new eyes.

"Dickens?"

"Yes,"

"Charles Dickens?" the Doctor sought to confirm. It'd be embarrassing if he was mistaken… he'd done that before…

Sophie stared wide eyed at the man, mouthing the name to herself, scarcely able to believe that she was so close to _The Charles Dickens!_

"The Charles Dickens?" the Doctor echoed Sophie's thoughts, a grin beginning to light up his expression once again.

"Shall I remove the gentleman and lady, Sir?" the driver called down again, a little concerned that he'd heard no more from the man who'd employed him.

"Charles Dickens! Your brilliant, you are! Completely 100% brilliant!" the Doctor gushed, "I've read 'em all! Great Expectations, Oliver Twist and what's the other one, the one with the ghost?"

"A Christmas Carol?" Dickens deduced.

The Doctor shook his head, "No, no, no, the one with the trains… The Signal Man, that's it, terrifying!" he exclaimed, and Sophie nodded in agreement, words lost to her for the moment and Dickens couldn't help but be pleased by the praise, "The best short story ever written! You're a genius!"

"You want me to get rid of them, Sir?" the driver tried again.

"Er, no, I think they can stay," he conceded.

"Honestly, Charles, can I call you Charles?" Dickens barely had time to nod before the Doctor was speaking again, "I'm such a big fan,"

"…what? A what?" Charles asked rather confused, once again eyeing the Doctor like he was more than just a little bit mad… and it didn't help that the lady was staring rather strangely too.

"Fan! Number One Fan, that's me," the Doctor explained without really explaining at all.

"How exactly are you a fan? In what way do you resemble a means to keep oneself cool?" Charles demanded to know.

"No, it means 'Fanatic', devoted to," the Doctor finally explained properly, "Mind you, I've gotta say, that American bit in Martin Chuzzlewit, what was that about?! Was that just padding or what? I mean it's rubbish that bit,"

"I liked that bit," Sophie muttered, her voice almost a whisper.

The Doctor glanced at her, "It was entirely…"

"I thought you said you were my fan," Charles interrupted disgruntled by the man once again.

The Doctor shrugged, "Ah well, if can't take criticism… go on, do the death of Little Nell, it cracks me up," he stated and earned a glare from Sophie who'd rather liked that story too despite the ultimately sad ending, "No, sorry, come on, faster!" he shouted to the driver coming back to the issue at hand and they obligingly picked up a bit of speed.

"Who exactly is in that hearse?" Charles asked curious now.

"Our friend. She's only 19, and it's my fault,"

Sophie shook her head looking down at her lap, fiddling with her fingers, "Shoulda moved faster," she muttered lowly.

"Oi, none of that," the Doctor reprimanded firmly. "Not your fault. You'd gotten out there any sooner and like as not I'd be chasing after the both of you now. Besides, she's in my care and now she's in danger,"

Charles started at the two aghast, "Why are we wasting time talking about dry old books? This is much more important," he declared, "Driver! Be swift! The chase is on!"

"Yes, Sir!" the driver complied urging the horses on faster once again.

"Thatta boy, Charlie!" the Doctor exclaimed with delight, his grip on Sophie firming as the carriage bounced about jarringly at the increase of speed.

"Nobody calls me Charlie," Charles told him.

"The ladies do," the Doctor responded.

Sophie blinked at him, "They do?" she questioned curiously.

The Doctor shot her a grin, "Well, maybe not you Annie,"

Charles narrowed his eyes on the pair, "How do you know that?"

"I told you… I'm your Number One…"

Charles rolled his eyes, "Number One Fan, yes…" really that explained nothing at all!

The carriage rolled to a stop and Charles promptly disembarked, leaving the Doctor and Sophie to see to themselves.

"I just met Charles Dickens!" Sophie murmured as she shifted from the Doctors lap, finding her feet as she made for the open carriage door.

The Doctor grinned again despite himself, "Yes-yes you did," he agreed as he followed her out of the carriage onto the street outside a building the hearse had pulled up to, "I take it you're a fan?" Sophie nodded as they hurried towards the front door where Charles was already knocking urgently, "We'll get you his autograph later," he promised and got a distracted smile in return as they came to stand with Charles.

Charles knocked again, his knuckles rapping against the wood smartly as the trio waited from a response from those they knew to be inside.

The door slid open and the girl from earlier stood reluctantly in the doorway, opening barely enough to frame her body, "I'm sorry Sir, we're closed," she spoke uncomfortably.

"Nonsense! Since when did an undertaker keep office hours? The dead don't die on schedule," Charles insisted, "I demand to see your master,"

"He's not in, Sir," she insisted and moved to shut the door on them and any questions such an unusual occurrence would rightly stir in those seeking the services of a coroner.

Charles forced it to remain open with a hand, angry now, "Don't lie to me, child!"

"I'm awfully sorry, Mr. Dickens, but the master's indisposed," she tried again. He'd be terribly disappointed in her if she didn't send them away… not when they were having so many troubles of their own… and the poor young miss that Mr. Sneed said had seen too much…

Behind the young servant woman. A gas lamp flared unexpectedly, drawing the attention of the three in the doorway.

"Having trouble with your gas?" the Doctor asked knowingly, whilst Sophie clenched her hands at her sides, rising up onto the balls of her feet to try and see into the hallway behind the woman, hoping for a glimpse of her blond friend.

"What in the Shakespeare is going on?" Charles gaped at the sight.

The Doctor brushed past the startled maid and moved to the wall pressing his ear to the wall, listening, "There's something inside the walls," he murmured.

"You're not allowed inside, Sir!" the maid protested even as Sophie stepped through the door, followed closely by Charles, all of them ignoring the fretful maid.

Sophie moved further down the hallway, her gaze searching as she attempted to feel for her friend's mind… she'd never really done so deliberately, before and she had to fight back a grimace as she felt the pressure of the maids and Charles' mind increase against her own, and the Doctor's controlled bordered off mind shone brighter, but still she continued on down the hall… ignoring the maid still as she called her back.

"The gas pipes. Somethings living in the gas pipes," the Doctor breathed surprised and excited by the new mystery.

"Doctor!" Sophie called drawing his attention away from what was happening in the walls just as Rose's terrified voice echoed back to them and they took off running, whilst the maid pressed her eyes closed in dismay. Her master would not be happy. All she could do know was hope that after all this that the woman locked in the room would survive…

The Doctor's longer legs had him swiftly over taking Sophie as they tore down the hall, Charles following closely behind them.

"Please, let me out!" came Rose's shout as they got nearer. They bolted past an old man who scowled darkly at them.

"This is my house!" he hollered at them, only to be ignored. He turned to his maid wagging a finger at her, "I told you!" he began and she shrugged a little helplessly before she continued on after the intruders… Mr. Sneed not far behind now.

The Doctor reached the door that Rose's voice had been coming from. He tried the handle, before roughly shouldering the door open to see Rose held hostage by a corpse of a young man. His hand covering her mouth.

"Oi! Hands to yourself thanks mate!" he quipped before with a deft movement, he pulled her from the man's grasp and safely behind him so that she was standing next to Sophie, who was eyeing the two animated corpses that were emitting a rather eerie glow.

"It's a prank!" Charles insisted as he stared in disbelief at the two corpses that were doing the impossible, "It must be. We're under some mesmeric influence,"

"No, we're not. The dead are walking," the Doctor responded without looking away from the phenomenon before him. Completely fascinated.

"Yeah," Sophie quietly agreed, the hairs on her arms standing on end as she continued to stare at the two, unable to help but feel rather disconcerted by their appearance… the way they stared unblinkingly, "Ok, but why are they walking – shouldn't they be RIP-ing?"

Beside her, Rose nodded her agreement. The dead shouldn't move! They really shouldn't! She pressed a little closer to Sophie. Her body feeling a little tired as she calmed.

"I dunno! Let's find out," he declared with a grin.

Rose eyed the Doctor with a slightly dubious look. He seemed a bit too excited over the walking dead that she had been sure just moments ago were going to kill her… and Sophie too looked curious but hers was tempered by a wariness that Rose found reassuring… she wasn't the only one feeling unsettled.

"My names the Doctor. Who are you, then?" the Doctor addressed the walking dead, "What do you want?"

The male opened his mouth and a voice that sounded like it was coming from somewhere in the ether, "We're failing. Open the rift, we're dying. Trapped in this form, cannot sustain, help us!" it pleaded, before both the old woman and the young man had their heads tilted back by the gas-like entity possessing them and with a wailing scream, filled with pain and suffering the possessing force left and the two now normal corpses crumpled to the floor as lifeless as when they'd first left the world of the living.

A couple of moments later the small group were moving back down the corridor this time heading for a parlour. Rose and Sophie bringing up the rear as the Doctor helped a blustering Mr. Sneed along.

"So, who's the friend you guys picked up whilst rushing to rescue me? You guys were rushing, right?" Rose murmured, shooting a rather unhappy glare at Mr. Sneed who was still blustering about it being his house… and having done nothing wrong…

Sophie nodded quickly… not wanting to stoke the blond simmering anger into a blaze. Her mind was railing against her barriers… "He's Charles Dickens… _The_ Charles Dickens – author-extraordinaire,"

Rose blinked momentarily surprised, "Oh… wow," she murmured a little surprised, before she smiled, "That's awesome!"

Sophie nodded again returning the blonds smile readily, "I know!" she gushed her voice hushed.

 ***O*O*O***

The maid that Sophie had recently learned was called Gwyneth was calmly pouring tea for them. Something Sophie was watching, hoping that some of the calm serenity that the other woman was exuding would rub off on her as she struggled to keep Rose out of her head. The blond was revving herself up as she ripped into Mr. Sneed… tearing pieces off of him with her tongue. Which meant that the barriers Sophie already struggled to maintain were taking a battering… not to mention Mr. Sneed though rather taken aback at first was also getting rather angry in response.

"First of all, you drug me! Then you kidnap me, and," Rose jabbed an accusatory finger at him, "Don't think I didn't feel your hands having a quick wander, you dirty old man!" she growled.

The Doctor snickered at the other mans' predicament, his amused gaze drifted to Sophie and he sobered slightly at seeing her forehead scrunch in a way that was all too quickly becoming familiar to him. He glanced again at the irate Rose. His lingering amusement falling flat now as he realized at least partly what was causing her pain.

A grimace crossed his own face briefly. He couldn't even begin to imagine what it would be like to struggle to keep other people out of his head.

"I won't be spoken to like this!" Mr. Sneed barked, finding his voice again.

"Then," Rose spoke on, "You stuck me in a room full of zombies! And if that ain't enough, you swan off! And leave me to die! So, come on, talk!" she demanded in her righteous anger.

"It's not my fault, it's this house!" Mr. Sneed cried despondently, "It always had a reputation. Haunted. But I never had much bother until a few months back. And then the stiffs…" he trailed at the mildly offended look he received from Charles at his callousness, "The er, dearly departed started getting restless,"

Charles rolled his eyes, "Tommyrot," he declared stubbornly.

"You witnessed it!" Mr. Sneed objected, "Can't keep the beggars down, Sir! They walk. And it's the queerest thing that they hang on to scraps…"

Gwyneth walked over to the Doctor and Sophie a cup of tea in each hand, "Two sugars, Sir, just how you like it. And one and a half for the Miss. This brew should help with the headache," she offered helpfully as she handed over each respective cup and turning away to continue her duties, missing the surprised, curious looks the pair gave her retreating back.

"One old fella who used to be a sexton almost walked into his own memorial service! Just like the old lady going to your performance, Sir! Just as she planned,"

Charles waved him off, "Morbid fancy,"

The Doctor rolled his eyes at the mans stubbornness and disappointment in his seeming narrow mindedness, "Oh, Charles you were there,"

"I saw nothing but an illusion," Charles insisted.

The Doctor straightened up, out of patience with the man as he noticed Sophie quietly get up, setting her barely touched tea down and slip from the room, "If you're going to deny it, don't waste my time. Just shut up," he demanded, his concern for his brunette companion simmering beneath the surface… but he was certain that she was clever enough to stay out of trouble for the brief amount of time it'd take for him to learn what he could from Mr. Sneed… or at least that's what he hoped…

"What about the gas?" he pressed the man.

"That's new, Sir. Never seen anything like that," Mr. Sneed admitted.

The Doctor nodded, "Means it's getting stronger, the rifts getting wider and something's sneaking through.

Rose cocked her head slightly, "What's the rift?" she glanced around, "And where's Soph?"

"She's fine. I'll check on her in a minute," the Doctor assured before answering her first question, "A weak point in time and space. The connection between this place and another. That's the cause of ghost stories most of the time…" he explained.

 ***O*O*O***

Sophie stood in a hallway, not too far away from the room she'd left the others in, leaning her weight against the wall. Her gaze lifted towards a portrait that she guessed may have been old Mr. Sneed's wife at one point… but there was no sign of the older woman in the portrait… she could feel a tinge of sadness for his loss, however she struggled to hold the emotion… the wrong he'd done Rose was still fresh in mind… as was her pounding headache that was beating merely over her temples.

She closed her eyes, and focused on her breathing. She was far enough away from the others that they were much easier to deal with… and Rose had calmed down somewhat now… still the extra harsh headache lingered. They always lingered.

' _Stupid head. Stupid brain'_ she thought grumpily.

She'd been interested in hearing what the Doctor discovered, but if she'd lingered in that room longer so close to everyone, whilst Rose's mind had still been so abrasive and harsh in her anger. Her barriers probably would have broken and the mere taste of what was going on in her companions' heads would have become so much more… too much more.

She opened her eyes as she felt the Doctor's unique mind getting closer… really, his was rather relaxing… soothing, almost against the pounding. She glanced in the direction he was coming from and smiled in a silent greeting.

"Are you alright?"

"Yeah, I'm fine," Sophie responded automatically, shifting her gaze back to the portrait in front of her.

The Doctor sighed and came to lean against the wall beside her, "And yet your alone out here in the hallway admiring a… rather unfortunate portrait," he said making a face, earning a small smile of amusement from the brunette.

"I think it's the nose… it got painted crooked," Sophie murmured, glad for the distraction.

"And here I thought it was the baring of teeth that was passing itself off as a smile," the Doctor quipped with a smile, before he turned serious, "Annie-Girl – what happened?"

Sophie glanced towards him before looking away, her hands twisting together as she thought, her agitation almost palpable in the air, before the Doctor could speak again she spoke, her voice tinged with wariness, "The rising tension. Strong emotions… they," she trailed as she tried to find a way to explain to the man that was staring at her with patient eyes, "… it makes… um… their minds; thoughts…" she sighed and shot him a self-conscious look only to see that he was still staring at her with seeming never ending patience, "I'd liken it to a battering-ram to the temples, but that sounds…" she trailed off again, this time with a nose crinkle of distaste.

The Doctor frowned thoughtfully, "It's almost like you weren't born with any natural barriers in place to protect you against the onslaught… I think… no I'm almost 97.999675 percent certain that I should be able to help with that… it'll need a bit more thought... but if it is just that you've no natural protection then…" the Doctor continued to muttered whilst Sophie blinked up at him a little stupefied at his revelation and level of certainty, "The headaches and how near impossible it is… it'd all make sense," in his exuberance he, without thought reached up with one hand to touch her temple, "All, I'd need too…" he trailed off as Sophie's eyes glazed over and her mouth dropped open in a silent 'oh' her expression registering shock.

The Doctor hastily lowered his hand, "Sorry," he apologized, "I wasn't…"

Sophie gathered herself, blinking up at him as she processed what she'd seen with something close to horror, "Doctor!" she gasped.

The Doctor placed a silencing finger across her lips, his expression apologetic, but solemn as he regarded her face, "No," he said softly but firmly, "I'm sorry," he reiterated again, needing her to understand that he really was. He hadn't meant to do that, "But, I can't know. Whatever it was you saw… I can't," he swallowed thickly.

Sophie stared up at him curious, "Can't… or don't want to?"

The Doctor's lips twitched upwards a little, "A bit of both," he admitted sheepishly, "Knowing what's to come… that'd be boring,"

Sophie scoffed under her breath, "You make it sound like I'm omniscient… they're useless cryptic things. Never clear, never more than a glimpse. Often, I don't understand why, what or how until it's right upon me… the dreams, rare as they are, are a little better but not by much. Still irritatingly vague and confusing, just more information. Like those stupid killer mannequins. I was dreaming of those for bleedin' days before you showed up,"

The Doctor couldn't help how his interest peaked at that… it was rather curious, "Is that why you froze on the street,"

Sophie shrugged, "Took me by surprise. I'd been telling myself that there were just nightmares… that there was no way that that could be real… but then there you were… the guy that'd been cameoing in them too…"

"Then the basement, why?"

Sophie shrugged again, "Rose saved me from falling, she touched my bare arm… saw her getting attacked by the mannequins… I couldn't let her go down alone… of course I didn't see that you'd be there… as I said they're a bit useless,"

The Doctor smiled at that. Humans, amazing they really were!

Sophie worried her lower lip with her teeth… she could still feel the heat! The large explosion of raging fire… she just wished she could understand… why? Why had there been an explosion! "Doctor," she tried again.

"No Annie-Girl," the Doctor cut her off staring at her with a sadness in his eyes, "It's dangerous knowing what going to happen, no matter if you think they're useless. I see the world very differently to you… it'd be dangerous for both you and me if you told me something of what's to come,"

"But I…" Sophie went to protest, but trailed at the serious expression on his face… and the underlying pain there. She nodded and huffed out a breath, her eyes stinging a little, "It's just hard," she muttered her voice a little more than a whisper in the air between them.

The Doctor nodded, "Those who see… are always heavily burdened," he carefully took her gloved hands in his, "I'll help you though… as much as I can," he promised, "You're not alone anymore," he gave her slender digits a careful squeeze, "We'll talk more later promise, "For now," he tucked one of her small hands into the crook of his elbow, "We've got things to do… first of which is finding where old Charlie got off to,"

"Why? Where'd he go?" Sophie asked, allowing herself to be lead back along the corridor and her mind away from the brief, infuriatingly vague and unhelpful vision of fire she'd had at the Doctor's touch. She could think on that later… who even knew when it'd happen… and maybe it wouldn't…

"I dunno. That's why we've got to find him. Can't have him milling about all willy-nilly when the dead are walking," the Doctor said lightly, before going on to tell her what she'd missed out on in the parlour as they wandered through the gas-lit corridors. The Doctor leading them down a familiar path… as he did in actual fact have a faint idea where the bright man had gone off to…

The two found the man inside the room Rose had been locked away in, poking and prodding around the coffin one of the corpses was no resting in.

' _Oh… I hope he goes easy on him,'_ Sophie thought a little bemused as she watched the man mutter on to himself as he tried to understand the trick.

' _Why?'_ she heard the Doctor ask and she started a little, not having meant for him to hear her thought.

She sighed out a quiet breath… shooting the Doctor a look under her lashes, wondering briefly if he was deliberately listening in for her little slip ups, _'He's trying… and he hasn't run off screaming… yet,'_ she tried, wondering for a moment if she'd succeeded… it was so strange actively trying to communicate this way.

The Doctor beamed down at her for her first successful deliberate attempt, _'Alright…'_ he pretended some reluctance, his lips twitching at the reproachful look she briefly shot at him, _'I wasn't going to yell at him anyway,'_ he revealed and gave her hand that was still snug in the crook of his arm a brief squeeze, before finally drawing Charles' attention to the fact that he now had company.

 ***O*O*O***

Rose stared at Gwyneth in surprise as the entirety of the other woman's sentence registered, "Um, who told you he was dead?" she asked cautiously, eyeing the other woman as she wondered if she had met another person who had telepathy of some kind.

Gwyneth quickly busied herself with the dishes again, "I don't know, must've been the Doctor," she attempted to excuse.

Rose narrowed her eyes and shook her head, "My father died years back,"

"You've been thinking about him lately, more than ever," Gwyneth murmured, losing herself in what she saw.

Whilst Rose watched her, feeling a little uneasy, "I s'pose so," she agreed cautiously, "How do you know all this?"

Gwyneth shrugged, "Mr. Sneed says I think too much. I'm all alone down here. I bet you've got dozens of servants, haven't you miss,"

Rose laughed at that and Gwyneth couldn't help but join in, "No, no servants where I'm from,"

Gwyneth looked at the blond, her gaze drifting past her slightly, her head tilting, "And you've come such a long way, you and your friend Sophie,"

Rose furrowed her brow slightly, "What makes you think so?"

"You're both from London. I've seen London in drawings, but never like that," she stared at the blond intently as her mind continued to fill with strange things… things that she'd caught glimpses of from the brunette woman briefly, "All those people rushing around half-naked, for shame. And the noise… and the metal boxes racing past… and birds in the sky… they're metal as well. Metal birds with people in them. people flying. And you… you and Sophie, you've both flown so far, further than anyone! The things you've seen… the darkness… the big bad wolf…" Gwyneth staggered back a hand going to her forehead, fear in her eyes, "I'm sorry! I'm sorry, Miss!" she pleaded.

"S'alright," Rose assured with a shrug. Really the girl hadn't said anything bad. It was a little strange… but she was starting to get used to the strange since she'd stepped into the big blue box.

''I can't help it, ever since I was a little girl. My mum said I had the sight. She told me to hide it!"

"But it's getting stronger. More powerful, is that right?" the Doctor interjected surprising the two women who looked to see him and Sophie standing in the doorway.

"All the time, Sir. Every night. Voices in my head," Gwyneth replied a little uncertain. Her gaze going to the brunette who was staring at her like she'd never seen her before… and something akin to hope and Gwyneth smiled a little sadly at her as she saw a small glimpse into the girl again, the loneliness…

"You grew up on top of the rift. You're part of it. You're the key," the Doctor realized, one of his hands squeezing Sophie's gently. He'd practically felt the moment she'd tensed as they'd caught the end of the conversation between Rose and Gwyneth.

"I've tried to make sense of it, Sir. Consulted with spiritualists, table wrappers, all sorts," Gwyneth assured.

"Well, that should help. You can show us what to do," the Doctor stated easily.

"What to do, Sir?" Gwyneth asked.

"We're going to have a séance," he announced cheerily earning looks from all three women.

 ***O*O*O***

Gwyneth paused in making preparations for the séance the Doctor had called for as Rose left the room they were gathering the necessary number of chairs from, leaving her alone with the other miss. She approached the well-dressed brunette a little cautiously… unsure if the quiet brunette would welcome her forwardness, but she couldn't say nothing and there was such hope and despairing loneliness in the kind woman.

"I'm sorry," she began drawing her attention.

Sophie turned her full attention to the brunette, her expression turning slightly pained as she gazed at Gwyneth… she didn't need to be socially capable to put together the pieces… she was in the presence of someone else who had something like she did, "It's similar but,"

"Not the same, I'm sorry Miss,"

Sophie waved her off, "It was a long shot… even hearing you talk about it… it sounds very different from the little snatches of uselessness I get,"

Gwyneth stared at her with kind eyes, "There not useless Miss. It's just," she tilted her head slightly, "There's… I can't… maybe like something isn't quite right… or not ready," she shook her head and gave the other woman an apologetic look, "Sorry Miss,"

Sophie gave her a smile, "Thanks for trying though. I'd hoped that maybe I wasn't alone, but at least I've met someone else who's got 'talents'," she murmured as she soothed the wound that had appeared in the sudden hope she'd been given.

Gwyneth continued to regard the other woman, "You're not alone. You've got your Doctor and Rose,"

"He's not my Doctor," Sophie muttered shifting uncomfortable with the wording for some reason she couldn't place. Her heart giving a sudden odd palpitation.

Gwyneth ignored her too caught up in her sight to really listen to the other woman in that moment, "The Lost Girl… Unlikely Child… lost and seeking. The time of drums will hold the key… sorry Miss. Sometimes my tongue just runs away with me… and I don't rightly know what I'm saying," Gwyneth offered, her confusion evident.

Sophie blinked as she sorted through what she'd heard… none of it making much sense to her either. Finally she shrugged, "Well, at least I'm not the only one 'seeing' things confuses,"

"Yes, Miss," Gwyneth agreed.

"We better get these chairs into the parlour, before the others come looking," Sophie murmured and Gwyneth nodded the two turning back to their task and walking from the room burdened with a chair each.

 ***O*O*O***

"This is how Madam Mortlock summons those from the Land of Mists. Down in Mid Town," Gwyneth explained as they all sat at circular table, "Come we must all join hands," she instructed.

Sophie felt her hand taken by one of the Doctors, her opposite reaching for Charles' but the man stood abruptly from the table unable to retain his uneasy silence any longer.

"I can't take part in this!" he declared.

"Humbug," the Doctor retorted easily, "Come on, open mind," he chided jovially.

The man shook his head, "This is precisely the sort of cheap mummery I try to un-mask. Seances? Nothing but luminous tambourines and a squeeze box concealed between the knees. This girl knows nothing,"

"Now don't antagonize her. I love a happy medium," the Doctor punned lightly.

Rose made a face, "I can't believe you just said that," she muttered.

Sophie shook her head at him, before glancing up at Charles, "What's the harm? If it's just a trick then nothing will happen," she murmured softly.

Charles faltered but remained standing, now undecided.

"Come on, we might need you," the Doctor urged and with reluctance Charles seated himself again and this time took his neighbours hands, "Good man," the Doctor beamed, before turning his attention back to Gwyneth who was waiting patiently, "Now, Gwyneth, Reach out,"

Gwyneth nodded, before she looked upward, picking a spot across from her as she attempted to reach, and using what she'd seen done before she spoke, "Speak to us. Are you there? Spirits?"

Charles rolled his eyes, fully expecting nothing beyond the cheap mummery he'd seen in other such workings.

"Come. Speak to us that we may relieve your burden," she tried again and this time whispered murmurings filled the air around them.

Sophie felt the small hairs on her arms and the back of neck stand on end at the sound. Rose glanced about a bit nervously, "Can you hear that?" she asked and received a short nod from Sophie.

"Nothing can happen!" Charles insisted, "This is sheer folly,"

Rose gestured at Gwyneth with her head, "Look at her,"

"I feel them. I feel them!" Gwyneth exclaimed with a happy smile. The gaseous beings started to take form in the room gliding about the air above the table.

"What are they saying?" Rose urged.

"They can't get through the rift," the Doctor stated and stared intently at the maid, "Gwyneth, it's not controlling you, you're controlling it. Now look deep. Allow them through," he urged.

"I can't!" Gwyneth cried, her voice straining with the effort of trying to force contact.

"Doctor," Sophie spoke cautiously, her brow furrowed, her hands squeezing about the Doctor's. Gwyneth's mind was pitching… she'd almost call it screaming, but the word didn't fit… but it was throwing itself out there… and it was putting a lot of pressure not just on her barriers as bad as they were, but on Gwyneth herself.

She got a returning squeeze but was otherwise ignored, the Doctor's focus now on getting answers, "Yes you can. Just believe it. I have faith in you, Gwyneth. Make the link," he urged.

Gwyneth expression contorted in pain, but she ignored it, pushing on relentlessly, determined to help those who were lost… her head suddenly lowered, before her eyes snapped open, "Yes," she murmured as three gaseous figures shimmered into being behind her.

Charles' mouth dropped open in shock and Mr. Sneed who'd remained silent throughout, willing to sit through anything in order to set his house to rights again gasped, "Great God. Spirits from the other side!"

"The other side of the universe," the Doctor corrected absently as he stared at the three curiously. Beside him Sophie relaxed slightly, Gwyneth's mind had stopped screaming for lack of better word and was now just focused, or floating she couldn't quite tell which… the girl was there, but not…

"Pity us! Pity the Gelth!" the three cried in desperation, "There is so little time, help us!"

"What do you want us to do?" the Doctor asked.

"The rift. Take the girl to the rift. Make the bridge," the Gelth responded without missing a beat.

"What for?" he asked with a small frown.

"We are so few. The last of our kind. We face extinction,"

The response had the Doctor stiffening, his hand tightening around Sophie's making her flinch slightly and cast a concerned look at the Doctor.

"Why, what happened?" he asked more urgently now.

"Once we had physical form like you. But then the war came," the Gelth cried.

Charles broke his silence as his confusion grew, "War? What war?"

"The Time War," they responded.

Sophie, Rose and the Doctor shared a brief look at that and Sophie returned a fraction of the pressure that was being placed against her hand, in an offer of what she hoped was comfort and support.

"The whole universe convulsed. The Time War raged invisible to smaller species but devastating to higher forms. Our bodies wasted away. We're trapped in this gaseous state," the Gelth explained in a mournful wail.

"So that's why you need the corpses," the Doctor murmured with realization, his mind spinning and his hand loosening around Sophie's.

"We want to stand tall. To feel the sunlight. To live again. We need a physical form, and your dead are abandoned. They're going to waste, give them to us!" the Gelth pleaded.

Rose stared at them aghast, "But we can't!" she exclaimed.

The Doctor tore his gaze from the ghostly forms to stare at Rose with conviction, "Why not?"

"It's not… I mean, it's not…" Rose floundered she hadn't been expecting to be questioned on it.

"Not decent? Not polite?" the Doctor cut her off disinterested in her argument, "It could save their lives," he insisted.

Silence stretched between the two of them as they stared at each other until the Gelth spoke again.

"Open the rift. Let the Gelth through. We're dying. Help us. Pity the Gelth!" they urged, before the tenuous connection broke and Gwyneth collapsed forward towards the table.

The Doctor was silent as the room burst into motion around him… his expression solemn, his thoughts in that moment a universe away.

 ***O*O*O***

In the parlour Sophie handed Rose a damp cloth. The tension in the air between the blond and the Doctor was palpable to her and she quickly stepped away from Rose again. Needing the extra bit of distance to help keep the blond out of her head despite her own worry for the unconscious Gwyneth.

Rose shot a nasty look at the Doctor from the corner of her eye, before she set herself to gently moping at the girl's forehead.

The Doctor however, easily ignored it as he waited a little impatiently for the girl to awaken. Guilt churning in him, but if he could save the Gelth… just save one race from the destruction he'd wrought…

Sophie sat herself down on a small settee at a distance from both Rose and the Doctor, truly needing distance at least from the irate blond… who hadn't taken kindly at all to the Doctor's plan of helping the Gelth.

The tension wasn't helping her headache, or her barriers that had taken another rough knock this trip. She frowned in concentration as she focused a little harder at keeping Rose out of her head… the blond despite having fallen silent was far from appeased as she saw to Gwyneth… the woman's mind was railing.

Her gaze flicked to the Doctor who was staring off into space solemnly… his entire demeanour had changed since hearing that it was the Time Wars fault that the Gelth were suffering as they were… and what little social skills she had made her want to go to him… try and say something that'd help… but at the same time there was something in the way he was standing that made him so very unapproachable in that moment…

And yet, to her eyes, he also looked so lonely and that he needed someone to come talk to him. Before she could decide which was the proper course to take her focus shifted back to Gwyneth as Rose spoke.

"It's alright. You just sleep," Rose shushed gently.

Gwyneth forced herself into an upright position, "But my Angels, Miss. They came, didn't they? They need me?"

The Doctor nodded, "They do need you Gwyneth. You're there only chance for survival," he told her and earned himself another irate look from Rose.

"I've told you!" the blond snarled as she rounded on him, "Leave her alone! She's exhausted and she's not fighting your battles!" she growled making the Doctor sigh and lean heavier against the wall. Rose turned back to Gwyneth, her expression softening and she offered her a cup of water, "Drink this," she urged pressing it into the woman's hand.

"Well, what did you say, Doctor?" Sneed broke the awkward heavy silence. Still rather confused by the entire thing, "Explain it again. What are they?"

The Doctor focused his gaze on Sneed and straightened up, "Aliens," he reiterated.

Sneed frowned, "Like… foreigners, you mean,"

The Doctor shrugged willing to go with it, if it helped the man understand, "Pretty foreign, yeah. From up there," he pointed upwards.

Mr. Sneed stared at him, "Brecon?" he guessed, the farthest he could imagine.

"Close," the Doctor shrugged, "They've been trying to get through from Brecon to Cardiff but the road's blocked. Only a few can get through and even then they're weak. They can only test drive the bodies for so long, then they gave to revert to gas and hide in the pipes,"

"Which is why they need the girl," Charles murmured as understanding began to dawn on him despite his unwillingness to believe what he'd witnessed firsthand.

"They're not having her!" Rose growled adamantly. Fixing her hard glare on the Doctor.

The Doctor gave Rose an unwavering look, "But she can help," he argued, "Living on the rift, she's become part of it, she can open it up, make a bridge and let them through,"

"Incredible," Charles breathed despite himself, "Ghosts that are not ghosts but beings from another world who can only exist in our world through cadavers,"

The Doctor nodded, "Good system. It might work," he agreed with a smile.

Rose got up and stalked over to the Doctor, "You can't let them run around inside dead people!" she snarled.

The Doctor stared down at her, unaffected by her ire, "Why not? It's like recycling," he said glibly.

Rose glared at him harder, "Seriously though, you can't!"

"Seriously though, I can," the Doctor rebutted without missing a beat.

"It's just… wrong!" Rose tried aggravated, "Those bodies were living people! We should respect them even in death!"

"Do you carry a donor card?" the Doctor asked pointedly.

"That different, that's…" Rose trailed.

"It different yeah. It's a different morality. Get used to it or go home," the Doctor stated firmly.

Rose looked at him through narrowed eyes for a moment longer before she turned to Sophie, "Soph! Don't just sit there! Help me out here!" she yelled turning her gaze in the brunette's direction.

Sophie jerked back a little at suddenly being under the pairs intense gaze. _'Oh bugger!'_ she thought with a quiet huff. Looking from one expectant gaze to the other, "I think," she began slowly considering her words carefully, "That we're in a lose, lose situation. We do nothing, a civilization dies… we help and the world changes… and maybe not for the better," she said awkwardly, really… there was no better choice… both of them were right in different ways.

The Doctor nodded in acceptance and sighed out a breath and softened his tone, "You heard what they said, time's short. I can't worry about a few corpses when the last of the Gelth could be dying," he murmured hoping that he could get the blond to understand… he was grateful however, that Sophie wasn't against him on this… just cautious… even seemed to understand just how dire the situation was… how helpless…

Rose jutted her chin stubbornly refusing to back down, it wasn't right, no matter what he or Sophie said, "I don't care, they're not using her," she declared.

"Don't I get a say, Miss?" Gwyneth asked, finally breaking her silence, earning the rooms attention.

"Look. You don't understand what's going on," Rose said trying to be gentle.

"You would say that, Miss. Because that's very clear inside your head, that you think I'm stupid,"

Rose shifted uncomfortably, "That's not fair!"

"It's true though. Things might be very different where you're from. But here and now, I know my own mind," Gwyneth stated with confidence, "And my Angels' need me. Doctor, what do I have to do?" she asked with determination.

"You don't have to do anything," the Doctor assured her.

Gwyneth gave him a look full of her determination and love for her Angels, "They've been singing to me since I was a child. Sent by my mum on a holy mission. So, tell me," she urged.

The Doctor smiled at her, relieved that she was happy to help, "We need to find the rift," he stated before approaching Mr. Sneed who was standing close to Charles, "This house is on a weak spot, so there must be a spot that's weaker than any other. Mr. Sneed. What's the weakest part of this house? The place where most of the ghosts have been seen?" he described as clearly as he possibly could for the man.

"That would be the morgue," Mr. Sneed replied not even needing to think about it.

Rose frowned still disgruntled by it all, "No chance you were gonna say "gazebo", was there?" she groaned earning looks from everyone.

 ***O*O*O***

Sophie found herself walking beside the Doctor as their group made their way towards the morgue. The pair walked a couple of steps behind Mr. Sneed as the gentleman showed them the way. Rose having decided that she wanted a little space from the two of them for the moment. The blond a little miffed at the brunette for not siding with her earlier.

She took a breath and glanced at the man who was walking with purpose beside her, "I," she began drawing his gaze, "I mean, are you alright?" she finally asked, her hands twisting awkwardly together for a moment before she pulled them apart.

The Doctor stared at her for a moment, before he gave her a tight smile, "Yeah I am… what about you? How are you dealing?" he asked shifting the focus of the conversation whilst expressing his own concern for the brunette.

Sophie shrugged a little, "A little… uncomfortable," she admitted reluctantly under his expectant gaze, "Walking Dead people…" she gave a little shudder, "I understand… the Gelth are dying and the dead are a convenient solution, but… humans… they can be great. I've heard of great things that humans have done… but how will we humans react to the dead walking among them. Something so obviously different… they'll either embrace it or…" she trailed as she forced herself to stop rambling on awkwardly, her own experiences shadowing her expression.

The Doctor sighed, truthfully, he had the same concern especially after Rose's reaction to even the idea, "I'll think of something," he assured, "One thing at a time,"

Sophie nodded, "Right," she agreed softly, feeling a little better for the future of the Gelth now, but still unsettled about it… as much as she tried not to be.

"I wasn't just meaning the Gelth you know," the Doctor added after a short beat, and gestured at his own head and gave her a meaningful look.

Sophie hesitated at that, before she nodded, "It's fine," she assured and looked away, her teeth worrying her lower lip as she was reminded about the explosion she'd seen in that brief moment of contact they'd shared… she'd managed to forget it during the séance… but now she couldn't help but worry and hope it didn't come to pass.

The Doctor sighed, recognizing that he wasn't going to get anything else out of her at the moment, as she visibly, at least to his eyes, withdrew into herself, "We'll chat later," he reminded.

"Right," Sophie agreed again.

"It's just up here," Mr. Sneed said and gestured to a door that was coming up in front of them.

The Doctor nodded and strode passed the man who'd come to an uncertain standstill. He tried the door and sighed and turned back to the man, "Key,"

"Oh yes… the key," Mr. Sneed muttered and walked up to him as he pulled the key from its place amongst others on his chain and handed it over.

The Doctor nodded and turned back, unlocking the door with a swift movement of his wrist and pushed the door open.

"Talk about Bleak House," he muttered as he stepped inside, closely followed by the rest of the group.

Rose came up beside Sophie putting the brunette between herself and the Doctor, still rather upset with the man, even if she was ungracefully conceding defeat, "The thing is Doctor," she couldn't help but try again, "The Gelth don't succeed. 'Cause I know they don't. I know for a fact there weren't corpses walking around in 1869. Right, Soph?"

Sophie nodded her agreement, "None that I heard of," she murmured as her gaze travelled about the chamber… it was rather creepy… and a bit chilly. She clutched her shawl a little tighter.

The Doctor shrugged, "Time's in flux. It's changing every second," he explained, "Your cosy little world could be rewritten like that," he clicked his fingers together as an example, "Nothing is safe. Remember that. Nothing,"

"Doctor, I think the room is getting colder," Charles spoke up as he shivered against the chill despite his jacket.

Rose swallowed as the Gelth began to enter the room, "Here they come," she muttered as she followed their progress with her eyes.

One came to a stop in an archway across the room from them, "You have come to help! Praise the Doctor! Praise him!" a much more childlike voice than before sang.

"Promise you won't hurt her!" Rose demanded.

"Hurry! Please! So little time! Pity the Gelth," the Gelth pleaded, urgency and panic entering its young voice.

"I'll take you somewhere else after the transfer. Somewhere you can build proper bodies. This isn't a permanent solution, alright?" the Doctor informed them. his mind already thinking on what worlds would be best suited to the Gelth's purposes.

"My Angels. I can help them live," Gwyneth murmured her gaze transfixed to the Gelth in the archway.

"Ok, where's the weak point?" the Doctor asked.

"Here beneath the arch," came the Gelth's quick response and without hesitation Gwyneth moved towards it with steady steps.

"Beneath the arch," she echoed.

"They didn't promise," Rose muttered and shot a somewhat desperate look at Sophie when the brunette allowed her gloved hand to brush hers, and she grasped it gladly.

"No, they didn't," Sophie murmured, but things were already in motion and from the looks of things there was no time to stop for questions now.

Rose slipped her hand roughly from Sophie's and rushed over to her, stopping her right before she could stand underneath it, "You don't have to do this," she attempted one last time.

Sophie smiled slightly from where she stood behind Rose, having followed the blond. Her blue gaze searching Gwyneth's, "You don't… but you will," she murmured seeing her determination and feeling it in the tenor of her thoughts that were brushing against the barriers in her mind, drawing Rose's attention briefly before she focused on Gwyneth again.

"But…"

Gwyneth smiled at them and reached out to Rose, touching her cheeks, "My Angels," she murmured and Rose stumbled back into Sophie.

The brunette managing to stop them from falling. The two taking a couple of steps backwards as the Gelth began speaking again.

"Establish the bridge, reach out of the void let us through!" the Gelth demanded.

"Yes. I can see you! I can see you! Come!" Gwyneth beckoned.

"Bridgehead establishing,"

"Come! Come to me! Come to this world, poor lost souls!" Gwyneth cried.

"It is begun! The bridge is made!" the Gelth declared and Gwyneth's mouth dropped open and the Gelth poured out of it in a seemingly never-ending stream, "She has given herself to the Gelth!" they cried.

Charles swallowed thickly forced himself to remain steady, even as he stared with wide fearful eyes, "There's rather a lot of them, eh?" he commented trying to sound unaffected and failing.

"The bridge is open. We descend!" the Gelth swore, the gaseous being in the archway turned demonic and the blueish glow gaseous beings had worn turned red, "The Gelth will come through in force," they declared.

"You said that you were few in number!" Charles protested quickly.

"A few billion. And all of us in need of corpses," the Gelth replied and the bodies that had been left in the morgue rose as the gaseous beings possessed them.

"Gwyneth… stop this! Listen to your master!" Mr. Sneed cried in fear.

Sophie swallowed thickly her gaze focused on the woman that was still standing in the rift, "I-I don't think she can," she murmured with concern, she doubted Gwyneth would allow this… this hadn't been the plan and with how at ease her mind was… she doubted the Gwyneth even knew that something had gone wrong.

"This has gone far enough," Mr. Sneed continued either not hearing her or to desperate to not try, "Stop dabbling child, leave these things alone. I beg of you…"

Rose noticed movement and her eyes widened, "Mr. Sneed! Get Back!" she urged only for her warning to come too late as he was grabbed and promptly killed and in the next moment a Gelth possessed the body.

The Doctor, Sophie and Rose leapt away from the newly possessed corpse of Mr. Sneed eyeing the shambling dead warily trying not to be taken unawares again.

"I think it's gone a little bit wrong," the Doctor admitted unnecessarily as they slowly backed away from the advancing dead.

"Yeah, just a bit," Sophie croaked out from a mouth dry with fear.

"I have joined the legions of the Gelth," the possessed Mr. Sneed said in a monotone, "Come. March with us,"

"No!" Charles denied as the living dead advanced on the Doctor, Sophie and Rose.

"We need bodies. All of you. Dead. The human race. Dead," the Gelth declared as the three were backed up against the dungeon like morgue's door.

"Gwyneth!" the Doctor shouted, "Stop them! Send them back! Now!"

"I don't think she's in control right now!" Sophie muttered, her gaze darting from one advancing corpse to the next… hoping that she was wrong and that Gwyneth would respond.

"Four more bodies. Make them vessels for the Gelth,"

Charles shook his head in mounting horror, "I… I can't! I'm sorry!"

The Doctor chanced a quick look behind them, spotting where they were, he grabbed Sophie and Rose and pushed them in there with him, before slamming the door shut… creating a barrier between them and the advancing dead.

"It's too much for me! I'm so…" Charles trailed off as he jumped with terror and ran from the morgue as one of the air born Gelth swooped and dived at him.

The three barely took any notice of Charles' abandonment as they stared out at walking dead as they rattled at the door, seeking a way to them.

"Give yourself to glory. Sacrifice your lives for the Gelth!" the gaseous beings commanded.

"I trusted you!" the Doctor shouted, the betrayal sinking in, "I pitied you!"

"We don't want your pity! We want this world and all its flesh!" the corpse rattled the door again.

The Doctor shook his head, steely determination sinking in, "Not while I'm alive," he declared.

"Then live no more,"

The three flatten themselves against the wall they're trapped against.

"But, I can't die! We can't die!" Rose looked at the Doctor for reassurance, "Tell me we can't die! Neither of us have been born yet, it's impossible, right?"

The Doctor stared at his two companions sadly. Highly aware that he'd done this… he'd insisted… had been so determined to try to help at least one of those affected… "I'm sorry," he apologized.

Sophie let out a trembling breath, whilst Rose looked at him in incredulous denial, "But it's 1869, how can we die now?"

"Time isn't a straight line. It can twist into any shape. You can be born in the 20th century and die in the 19th and it's all my fault. I brought you both here," he said sorrowfully. Wishing he had the words to truly express how sorry he was.

Sophie shook her head, "No," she murmured with quiet determination, "This isn't your fault. I chose to come,"

Rose nodded, "We both did,"

The Doctor stared at them, almost not daring to believe, before he blinked as another idea hit him, "What about me? I saw the fall of Troy! World War 5! I pushed boxes at the Boston Tea Party, now I'm going to die in a dungeon!" his expression twisted into a horrified one, "In Cardiff!"

"It's not just dying," Rose reminded returning her uneasy gaze to the Gelth possessed bodies that were still trying to get to them, "We'll become one of them,"

Sophie grimaced, her eyes narrowing, "Well, I don't know about you two, but I really don't like the idea of becoming one of them,"

Rose nodded, "Yeah, We'll go down fighting, yeah?" she asked, holding out a hand to Sophie.

Sophie took it, "Definitely," she murmured and offered a hand to the Doctor.

His hand took hers, "Yeah!" he agreed, silently marvelling at them, "Annie-Girl, Rose. I'm so glad that I met you,"

Sophie smiled at him, "Meeting you… the both of you, is the best thing that's happened to me… I, have no regrets," she murmured, needing them to know that, if this was the end. She wanted them to know at least a little of what their kindness had meant to her, "It's been brilliant,"

"Me too," Rose echoed. She couldn't bring herself to say that she had no regrets, because she did have one… or two. She'd never get to go home and see her mother again… or Mickey. They'd be left wondering, everyone back home would be left wondering.

The three shared a smile preparing themselves for their last stand when Charles ran back into the morgue, a handkerchief pressed to his mouth and nose, "Doctor!" he shouted, "Turn off the flame, turn up the gas! Now fill the room, all of it, now!" he ordered as he raced to the wall.

The Doctor stared at him confused, "What are you doing?"

"Turn it all on!" he declared as he turned off the flames and allowed gas to begin filling the chamber.

The Doctor stared for a second longer before he began to smile as hope filled him as realization took hold, "Brilliant. Gas!"

Rose and Sophie stared at them confused, "What, so we choke to death instead?" the blond asked incredulously.

"Am I correct, Doctor? These creatures are gaseous!" Charles asked.

The Doctor nodded, "Fill the room with gas, it'll draw them out of the host. Suck them into the air like poison from a wound!" he explained.

The possessed dead turned on Charles, forgetting their desire for more bodies in their more pressing need to keep from being expelled into the air.

Charles sweated and backed away slowly, "I hope… oh, Lord. I hope that this theory will be validated soon, "If not immediately!"

The Doctor glanced about their alcove and spotted the gas pipe running across the wall, "Plenty more!" he declared, before ripping it from the wall, spilling a sudden influx of gas into the room that had the Gelth expelled from the bodies they'd been habituating with a piercing wail of a scream.

"It's working," Charles breathed in relief.

The Doctor, Sophie and Rose moved quickly out from behind the door, "Gwyneth! Send them back!" the Doctor ordered, "They lied, they're not angels,"

Gwyneth slowly met his gaze, her expression confused, "Liars," she parroted.

"Look at me!" the Doctor urged as she went to look away again, "If your mother and father could look down and see this, they'd tell you the same. They'd give you the strength. Now send them back!"

Sophie stared at Gwyneth as she struggled to breath, her eyes sad… "She… she…" she tried again, but it was getting harder to breathe.

Rose coughed, "Can't breathe," she gasped.

"Charles, get them out of here!" the Doctor ordered urgently.

"But," Sophie tried and coughed harshly and felt her arm grabbed firmly, "Gwyneth, she's still part of the rift,"

Rose shook off Charles hand, and pulled Sophie away too, not going to allow her friend to get carted away if she didn't want to be, "We're not leaving her!" she stated firmly or as firmly as she could when her breathing was getting harsher and she leaned against Sophie slightly, the brunette doing the same.

The Doctor closed his eyes briefly at human stubbornness and quickly turned to Gwyneth, "Remember that world you say? Sophie and Rose's world? All those people, none of it will exist unless you send them back through the rift,"

Gwyneth stared at him, "I can't send them back," she confirmed Sophie's fear, but her voice was firm and her face determined, "But I can hold them. Hold them in this place, hold them here. Get out," she ordered as she slowly forced her arm into her apron pocket and pulled out a box of matches.

"You can't!" Rose shouted as she rushed forward, almost toppling over Sophie, who'd made a move as well at seeing the match box in Gwyneth's hand, her mind flashing the explosion she'd seen.

"No!" she cried, "Please!" her voice strained.

"Leave this place!" Gwyneth shouted.

The Doctor grabbed Rose and dragged her back to Sophie who'd steadied herself and grabbed them both by the shoulders, "Sophie, Rose, get out now, I swear I won't leave her while she's still in danger, now go!" he demanded.

With reluctance, Rose nodded and she prodded Sophie into motion and the two started towards the exit, Charles joining them.

The Doctor watched them go for a moment with sad old eyes before he turned his attention back to Gwyneth, his expression setting with determination.

 ***O*O*O***

Sophie stumbled out of the house and onto the cold street after Rose. Her mind spinning and not just from the gas she'd been breathing.

Her gaze searching the house, her breath hitching as she waited… knowing what was going to happen at any moment… hoping for the Doctor to emerge first… the house went up and Sophie let out a cry that had Rose placing a hand on her shoulder.

The Doctor dove out of the doorway and onto the street, flames chasing him… and the three on the street breathed out a soft breath of relief at seeing him alive.

Rose stared him, the question in her eyes. Sophie however turned her gaze back to the house, tears pricking hotly… she couldn't sense Gwyneth anymore… not even faintly… no matter how hard she tried. She turned her gaze up to the Doctor who was staring at them sadly, the truth there.

"She didn't make it," Rose breathed after a moment, unwanted realization settling in.

"I'm sorry. She closed the rift," the Doctor murmured apologetically. His gaze drawn to Sophie as she tilted her face to the ground as she released a shaky breath.

"At such cost," Charles murmured just as sadly for the young woman who'd risked all to save them.

"I did try, Sophie, Rose, but Gwyneth was already dead,"

Sophie looked up shocked at that… she'd known something had been a little odd about Gwyneth's mind almost from the moment she'd stepped under that archway… but she'd thought it was because she'd been connected to the rift… had been a part of it… not that she'd...

"She had been for at least 5 minutes," he informed them as gently as he could.

Rose stared at him wide eyed… struggling to believe what she'd been told, "What do you mean?"

Sophie swallowed thickly, "They killed her… to make the bridge," she muttered her chest feeling tight with emotion.

Rose glanced down at her, "But… she spoke to us. She helped us – saved us," she protested in confusion, "How could she have done that?"

"There are more things in Heaven and Earth than are dreamt of in your philosophy. Even for you, Doctor," Charles quoted.

Rose stared at the burning house sadly, a hand coming up to touch Sophie's shoulder, "She saved the world. A servant girl. No one will ever know,"

Sophie shook her head, "We will. We'll remember,"

"We will," the Doctor agreed.

The four of them stood staring at the house for a long moment, before they were forced to move away before they were discovered.

In the alleyway where the Tardis stood awaiting them. The Doctor, Sophie, Rose and Charles came to a stop by the blue box.

The Doctor gave the other man a smile, "Right then, Charlie-boy, I've just got to go into my um... shed. Won't be long!" he lied through his teeth as he fitted the key into the lock.

"What're you going to do now?" Rose asked.

"I shall take the mail coach back to London. Quite literally post-haste. This is no time for me to be on my own. I shall spend Christmas with my family and make amends to them. After all I've learned tonight, there can be nothing more vital," Charles exclaimed.

Sophie mustered up a smile for the man that felt forced and tight, "I think that's a great idea," a sadness in her eyes as she regarded one of her favourite authors.

"You've cheered up!" the Doctor observed.

"Exceedingly!" Charles enthused, "This morning, I thought I knew everything in the world and now I know I've just started! All these huge and wonderful notions, Doctor! I'm inspired. I must write about them!"

"Do you think that's wise?" Rose asked a little concerned.

Charles waved her off, "I shall be subtle at first. The Mystery of Edwin Drood still lacks an ending. Perhaps the killer was not the boy's uncle. Perhaps he was not of this earth. The Mystery of Edwin Drood and the Blue Elementals. I can spread the word! Tell the truth!"

"Good luck with it. Nice to meet you," the Doctor shook his hand, "Fantastic," he beamed before turning back to the Tardis door.

"Thanks for everything," Sophie murmured and offered her hand too not sure how else to voice her farewell in that moment, intending for the man to shake it only to blush as he accepted the hand and placed a quick kiss to the back of it, "Right bye," she squeaked, her cheeks red and she swiftly turned to the Tardis waiting for the Doctor open the door and shot him an irate look at his low chuckle.

Rose grinned her own amusement, before focusing on the famous author again, "Bye, then. And, thanks," this time shocking Charles with a gentle kiss to the cheek.

Charles stared at her surprised by the forward act, "Oh, my dear, how modern. Thank you, but, I don't understand, in what way is this goodbye? Where are you going?" he asked confused.

The Doctor grinned, "You'll see. In the shed," he opened the door chuckling again as Sophie quickly disappeared inside.

Charles huffed good naturedly, "Oh, my soul. Doctor, it's one riddle after another with you. But after all these revelations, there's one mystery you still haven't explained. Answer me this: who are you?"

The Doctor hesitated a moment, pondering what to say, "Just a friend. Passing through," he settled on.

"But you have such knowledge of future times. I don't wish to impose on you, but I must ask you. My books. Doctor, do they last?"

The Doctor grinned "Oh, yes!"

"For how long?" he asked.

"Forever!" the Doctor exclaimed and paused his eyes widening slightly, "Speaking of which… I almost forgot…" he rooted around in his pockets and made an 'ah-ah' sound of triumph as he found what he was looking for…

 ***O*O*O***

Sophie sat at the small, replica of the old slightly banged up vanity she had gotten on sale... that she had in her room. Her long curly hair flowing damply down her back, having recently had a shower. She ran the brush through her hair, again a replica of the one she had somewhere in her house back on Earth.

The familiar motion of running the cheap old brush through her hair was calming and allowed her to relax after Cardiff, and the Gelth. Let her take her mind off the heat of the explosion, the sinking feeling she'd felt as she'd realized that Gwyneth had been dead under that archway, and yet she'd still been there… still had a presence, muted and strange as it had been.

Sophie pressed her eyes closed and took a deep breath and focused again on running the stiff bristles through her locks, yanking a bit harder at the knots than she should be. The Tardis hummed softly to her and she smiled up at the ship, "I'm ok Sexy," she assured the ship with a soft smile, "Just a little sad,"

A knock sounded at her door, drawing he gaze to it, "Come in," she called and almost immediately the Doctor's head popped into the room, shortly followed by the rest of him.

"This is nice," he murmured as he strode into the room.

Sophie smiled at him, "It's pretty much exactly what I've got at home," she told him.

The Doctor's stare was caught on a small bookcase and he raised a brow at it before walking over to it to examine it, "This is from the Tardis library,"

Sophie blinked, "Is it? It's one of the additions she made,"

"Yeah. It is. You could ask for almost any book in the Tardis library from here and she'd make it appear," the Doctor stared up at the ceiling, "She must really like you,"

Sophie smiled fondly, "I like her too,"

The Doctor stepped away from the bookcase and back towards her, "I've got something for you by the way," he said and proffered a small slip of paper at her.

Sophie accepted it and stared down in shock and the scrawled penmanship on the paper, "Wait… when did you even find time?"

The Doctor shrugged, "I have my ways," he murmured evasively.

"Well, thank you," Sophie murmured, before carefully slipping it in between the mirror of the vanity and the wood backing it. Determined to find a better spot for it later, but it'd do for now.

"Rose wanted to visit home. See her mum, boyfriend," the Doctor said after a moment, sitting himself down on the end of the bed behind her.

Sophie swivelled on her seat so that she could look at him, "Ok," she agreed readily. She fiddled with the handle of her brush as a moment of silence passed between them, "I suppose you want to have that chat then?" she murmured quietly.

The Doctor nodded, "We probably should, yeah,"

Sophie blew out a breath heavy with the tension she felt and set her brush down on the vanity and silence fell for another moment, before the Doctor spoke again.

"You saw the explosion earlier, didn't you?" he asked tiredly and was met with a silent questioning look and wary blue eyes, "The way you were staring at the building when I came out. You were expecting it,"

Sophie hesitated a moment before nodding, "Yes," she admitted, "But I didn't know why!" she hurried to explain, "They're useless! All I saw was the kaboom from outside, nothing else. I swear. I didn't know that'd happen,"

The Doctor stood and stepped over to her, gently budging her up on the settee that barely fit one let alone two, but he made it work as he carefully set an arm over her shoulders, drawing her against his chest, "It's alright. I believe you…" he soothed as she shook slightly against him, her breathing harsh.

"I told you not to tell me if I recall. There's no blame laid in catching a glimpse of a future in flux. If I'd not jumped to help. Stopped to think a bit more closely… it may not have happened at all… or something worse could have happened. Time is a tricky thing,"

Sophie pulled back a little, "It wasn't your fault either,"

The Doctor gave her a small grateful smile for that, to hear it again now after the fact and everyone had had time to think, and blame, "Maybe, maybe not. A different choice, a different ending. Time is forever changing,"

Sophie frowned as she tried to wrap her mind around it, "Is that why it's dangerous for me to tell you if I 'see' something?"

"Yes and no," he responded uncomfortably, "If…" he began slowly, "You saw something that I wanted to change… I'd try… and I could change the outcome, maybe, but that outcome could be far worse than what you originally saw,"

"I…" Sophie trailed, "But what if I try to change things... I mean, I saw Rose down in the basement, which is the only reason I was down there,"

The Doctor's lips twitched upwards, "That's harmless and unavoidable," Sophie frowned in confusion and he shrugged as he wondered how to explain, "Those are just choices… in different circumstances if you hadn't seen Rose in the basement… you still may have ended up in the basement because maybe the guard asked you to deliver the lottery money instead or maybe you would have avoided the entire mess," he attempted to explain.

Sophie frowned, "I think that makes sense… sort of," she muttered.

The Doctor smirked, "No one said time was easy to explain. We had entire years' worth of classes devoted to it back home," he sobered and met her gaze with a serious look, "I need you to promise me. That no matter what you see, even if I ask… especially if I ask… that you never tell me what you've seen. No matter what it is,"

Sophie worried her lower lip. It wasn't like she had been open about her visions, but with the Doctor it felt different. He knew and accepted… believed her… and yet she still couldn't share the burden, "Even if it's terrible?"

"Especially if it's terrible," the Doctor responded and waited with baited breath as Sophie continued to chew on her lower lip.

"Ok, I promise," she finally spoke.

And the Doctor breathed out a sigh of relief, "And I'll help however I can. I promise, even if it's just to give you a hug and talk as we are now,"

"That's more than anyone else ever offered," Sophie muttered more to herself than to the man beside her.

The Doctor fought back the need to frown in displeasure at Sophie's circumstances at that, but instead he smiled, "I've got ideas though… on how I can help make things easier with your telepathy problem," he said brightly. His expression turning thoughtful, "And I can probably look into a thing or two on how we might work out better protection against these visions then your gloves and jacket,"

Sophie stared up at him shocked, "Do you really think that's possible?" her breath catching in her throat.

"Well, I don't see why not. Just leave it with me… it's a touch more difficult to work out then your telepathy, but difficult doesn't mean impossible," his smile fell slightly, "That is of course… if you want my help," he tacked on.

Sophie stared at him again, contemplative, "I… maybe…" she trailed still slightly hesitant at the idea of having anyone in her head.

The Doctor gave her an understanding look, "Take your time," he assured her, "The more time you think on it. The more time I have to work out what I want to try,"

Sophie looked down at her lap and blinked as she was drawn into another one-armed hug. Slowly her own arms wrapped around him to return it, "Thank you," she murmured.

"There's no pressure Annie-Girl. I just want to help when you're ready,"

Sophie pulled back from the warm embrace and shot him an annoyed look, a frown furrowing her brow, "Will you give it a rest with the 'Annie' already?" she groused at him.

The Doctor grinned and jumped up, "Nope. Console room in fifteen," he told her as he made his way to the door. Glad for the opportunity to lighten the mood between them.

Sophie sighed in exasperation as the man walked out the door, her frown lightening as her lips twitched upwards despite herself, "Oh, bugger it all," she muttered shaking her head at herself as she tried to get her lips to stop twitching upwards, and failing miserably.

She turned her attention away from him and his stupid nickname as she moved with purpose for her small wardrobe.

' _Hey Sexy. I need to borrow a jacket, do you mind?'_ she asked the ship with a thought, before pulling open the doors and smiled at the thick dark grey woollen jacket the Tardis supplied her with, which would match her white t-shirt and blue jeans rather nicely, even the dark green of the gloves she was still borrowing wouldn't stand out to badly.

"Perfect," she declared as she reached in and grabbed it off the hanger, earning a happy hum from the ship and her door opened for her, "Thanks," she called as she stepped out of her room, the door clicking shut behind her before she even had the chance to turn around.


	4. Chapter 4 The Aliens of London

**Disclaimer:** I don't own Doctor Who. Just Sophie my oc.

 **A/N:** Thank you everyone who followed/favourited and reviewed last chapter. And thank you to **Maethoriel Artemis** for helping me again this chapter.

 **CHAPTER 4**

 **The Aliens of London**

As the Doctor had promised his companions the Tardis materialized outside the Powell Estate. No sooner had the Tardis finished making its signature wheezing sound that the door opened and Rose stepped out, followed shortly by Sophie then the Doctor.

The Doctor leaned against the door frame of his ship his arms crossed as he watched the two young women take in 21st century London.

"How long have we been gone?" Rose inquired as she turned her gaze briefly from her home, wanting to make up an appropriate story.

"About 12 hours," the Doctor responded and Rose laughed at just how absurd that was after what had happened, "Oooh! Right, I won't be long, I'm just going to go say hi to my mum… maybe see if Mickey's home,"

The Doctor cocked his head, "What will you tell them?"

Rose shrugged, "I don't know! Been to the year five billion… and only been gone, what 12 hours?" the Doctor snorted out something that may have been an aborted laugh, "No, I'll just tell her, I've spent the night at Shareens…" she trailed, "Or maybe Soph's would be better… just in case mums called her," she stared at the brunette pointedly.

Sophie realizing it was actually a question, flushed slightly once again and nodded, "Yeah. That's fine,"

Rose nodded, "Good. See you later!" she called and started off only to turn back and point a finger at the Doctor, "Oh, don't you disappear!" the Doctor gave her an innocent look that had the blond narrowing her eyes, "Soph, make sure he doesn't go anywhere!"

Sophie frowned slightly, "Since, when has it been my job to play at baby sister?" she asked, the words slipping out before she'd really thought about it.

"Oi!" the Doctor cried indignantly only to be ignored by his companions.

Rose shrugged, "Since I need someone to make sure he doesn't make off without me. Shan't be long," she promised again, before she walked off.

Sophie blinked after the blond a moment before she started wandering the street she hadn't seen in what felt like… well she didn't know how long. It felt both like a long time and like no time had passed at all.

"Are you sure you don't want to do a quick hop to yours?" the Doctor asked, breaking the silence.

"What happened to, not going anywhere without Rose?" Sophie shot back giving him a short-pointed look, before she returned to examining the street.

"Nothing!" the Doctor denied hastily, "It'd just be a quick hop, there and back. She'd never know," he tried to entice as he watched her lazy gait.

"We agreed we'd go to mine after," Sophie responded, in no particular hurry. Her home was empty… nothing waited for her, "I can wait," she glanced over at him again, "You bored already?"

"No, course not," the Doctor muttered a little petulantly.

Sophie rolled her eyes, _'Right sure,'_

' _Oi! Do I detect sarcasm!'_ the Doctor shot back, the thought having been projected. He was beginning to think she was getting the hang of doing that on purpose!

Sophie stiffened a little in surprise, but easily recovered, getting a little used to the sensation of hearing the Doctor in her head when she wasn't expecting it.

She was about to make a reply when her gaze was caught by a poster that had her freezing… she'd seen that poster briefly before… but it'd only been 12 hours, "Doctor!" she cried urgently, "I thought you said 12 hours!"

The Doctor hurried over, "I did! We are!" he assured as he came up to her only to pause at the sight of the poster Sophie was looking at, "Oh!" he gaped at the poster a moment, before he gathered himself and snatched Sophie's hand and hurried after Rose hoping to catch her.

The Doctor barrelled into the Tyler flat. Sophie panting just behind him from their quick run up the stairs, her hand still clutched firmly in his. To the surprise of the two Tyler's that were embracing, Rose rather bewildered by what was happening and Jackie tearful, "It's not 12 hours, it's er… 12 months," he admitted, shocking not just the blond but the brunette that was still standing slightly behind him, "You've been gone a whole year…" he glanced back at Sophie and then back to Rose taking in their expressions rather sheepishly, "Sorry,"

 ***O*O*O***

Sophie stood alone on the rooftop of the Powell estate. Her expression pained and solemn as she lowered the mobile she'd borrowed off Rose when being in the room with her, the Doctor, Jackie and the police officer that had been called in by the irate Jackie upon realizing that her daughter hadn't been missing but off with a strange man and a woman that she barely knew, but had once worked with her daughter.

She clutched the small device between her hands as she fought for her self-control. She'd thought as much from the moment she'd heard it'd been 12 months and not 12 hours… but still it'd hurt to hear… to have proof.

She heard the door behind her open and felt the Doctors presence join her on the roof, and she blew out a shaky breath as she heard him approach. His steps deliberately loud against the concrete.

"Sophie?" he asked concerned as he reached her side.

"So, I'm dead… this is what death feels like… funny it feels a lot like living," she murmured with an attempt at a smile that didn't quiet reach beyond the quirking of the corners of her lips.

The Doctor frowned slightly. He'd expected more anger… hell his cheek was still stinging from Jackie's wrath, and the looks he'd been getting from Rose went without saying, "You are allowed to be angry, you know. Twelve months late, anger is an acceptable response,"

Sophie shook her head, "I'm not angry," he shot her a disbelieving look, "I was angry," she admitted in response to it, "Two minutes ago. I was angry, very angry… now, I'm… hurting. Yeah. Hurting is a good word for it," she played with the ends of her hair with idle fingers, "I didn't have anyone, like Rose did. I was living on my own. So, they sold everything that was mine to cover the rent I owed before they put my house back up… there's someone else living in my house,"

Sophie took another breath and let it out in a low suffering sigh, "But that's fine. It was only things… but the uni unenrolled me after I was declared dead. Five years of working my butt off on my course work. I only had two years left… maybe a few more if I'd been offered a 'masters', but I was so close to finishing and it's gone now," she frowned, "No ID, no bank accounts… no home," she sighed again, "I don't even really exist in the world right now. I had to fight to get them to tell me anything at all… had to try and prove who I was… never realized how hard that could be,"

The Doctor winced… he could empathize with some of that… and once again it was his fault, "Sophie, I'm sorry," the words didn't carry enough meaning as far as he was concerned.

Sophie met his gaze and a small smile touched her lips, the action easier this time, "No fault in an accident. I didn't have much to lose anyway. Things are replaceable,"

"Your schooling was important to you though," the Doctor murmured.

Sophie shrugged, "The credits I've earned won't go away. Once I'm done being 'dead' I'll just reapply. Go through another university if I have to," she decided and then blinked at the look the Doctor was giving her, "What?"

The Doctor shook his head at her, finding himself surprised and amazed yet again by the human beside him, "You're…" he began and trailed off, "You're a _very_ unlikely girl, Annie,"

Sophie rolled her eyes at the nickname, "I've been hearing that lately," her gaze zeroed in on a red mark on his left cheek and she had to bite her lower lip for a moment to keep from laughing, "She got you good didn't she," she said with a gesture to the injury.

The Doctor groaned and rolled his eyes, "Oh, of course you saw that happening," he grumbled, "It hurt!" he muttered and rubbed at his cheek gingerly.

Sophie nodded, "It looked like it," she agreed.

"What looked like what?" Rose said from the doorway as she stepped out on to the roof.

Sophie gestured to the Doctors cheek, "The shiny red mark your mum gave him,"

Rose smirked, "Yeah. She really walloped him one. The face he made!" she chuckled.

The Doctor mock frowned at the two of them, "It hurt, you know!"

"Twelve months! And I still can't tell her anything. She meant it to hurt," Rose replied without sympathy. He was lucky to only get one! Her attention was drawn to Sophie as the curly haired brunette held her mobile out to her with a murmur of thanks, "How'd it go?" she enquired as she tucked it away.

Sophie shrugged, "Residence currently unknown. You?"

Rose winced for her friend, "I can't even begin… she's never gonna forgive me!" she murmured sadly, "We missed a year," she focused her gaze on the Doctor, "Was it good?"

The Doctor made a vague 'so-so' gesture with a hand, "Middling,"

Rose rolled her eyes, "You're so useless,"

The Doctor schooled his expression into a careful mask, "Well, if it's this much trouble are you gonna stay here now?"

Rose shook her head slightly, "I dunno," she muttered, her mind still on her mother.

"Annie-Girl?" the Doctor prodded.

Sophie gave a half-hearted huff, "Not even that nickname could keep me away," she grumbled lightly, her lips twitching upwards despite her displeasure.

The Doctor grinned at her response, pleased that he hadn't lost at least one companion to his mistake despite how much it had cost her. No matter what she said on the matter. His smile fell slightly as he turned his gaze back to Rose.

Rose stared at the two feeling a little hopeless as she tried to decide what she should do… in that moment she wished that she had the ability to decide as easily as Sophie, but their circumstances where so different.

"I-I can't do that to her again, though," she murmured. She wanted to stay with them she really did!

The Doctor grimaced his cheek throbbing painfully again, "Well, she's not coming with us!" he informed her sternly and was relieved when Rose laughed at even the idea of such a notion. So much so that he couldn't stop a chuckle himself.

"No chance," Rose agreed.

"Oh, I don't know. Jackie could help us keep him in line," Sophie teased softly. The words slipping from her with an ease that surprised her. She was normally so careful before she spoke… but neither seemed to mind her slip.

Rose shot a brief amused smirk at Sophie, before she arranged her features into a mock contemplative look.

One that had the Doctor shooting both of them mildly concerned looks, "I don't do families!" he warned them. Relief filling him when a moment later he realized that the two women had been merely teasing him.

"She slapped you!" Rose chortled reminiscing over the moment again.

"Nine hundred years of time and space, and I've never been slapped by someone's mother," he exclaimed unhappily.

"His face was priceless Soph," Rose chuckled.

Sophie nodded, "Oh, I know," she agreed and missed the surprised look the blond shot her, before she filed it away for later. The brunette to busy staring in surprise at the Doctor at his revelation… that she really hadn't been expecting.

The Doctor frowned at the two of them, his hand coming up to rub at his cheek again, now in remembered pain, "It hurt," he reminded them again.

Rose rolled her eyes, "You're so gay!" she sobered as she stared at him, "When you say nine hundred years…" she trailed off.

The Doctor shrugged, "That's my age,"

"You don't look nine hundred," Sophie broke her silence.

The Doctor grinned smugly, "Don't look a day over five hundred if I do say so myself…" he trailed as he shot her a slightly suspicious look, "Why what do you think nine hundred looks like?"

Sophie shrugged, "Something more Gandalf," she admitted after a slight hesitance.

The Doctor stared, his lips twitching in amusement was that disappointment he was seeing in her eyes? "I don't do beards," he said as seriously as he could manage and got another carefully nonchalant shrug.

Rose stared at Sophie, wishing that she could feel as calm about it as the brunette at least appeared to be… it was just nine hundred years… she'd never even thought he'd be anything near that old. It was shocking.

Rose shook her head at herself, "Every conversation with you just goes mental," she declared. "I just wish I could tell my mum something," she murmured after a beat of silence, glancing back towards the door that'd eventually lead back to her home and her mother, "We've seen all that stuff up there, the size of it, and I can't tell her a thing, not one word. Aliens and spaceships and things, and I can't share it with anyone else but the two of you. We're the only ones that know they exist,"

Right above their heads a spacecraft soared precariously through the air as it fell down towards the Earth. It crashed into the side of Big Ben, before it landed with a large splash into the Thames shocking the three on the roof.

"Oh, that's just not fair!" Rose gaped astounded.

"No bleedin' way!" Sophie muttered with awed disbelief.

The Doctor laughed gleefully and grasped his companion's hands and literally pulled the two out of their shock as he jerked them into a run to hurry to the sight of the crash, excitement thrumming through him.

 ***O*O*O***

Sophie grimaced slightly as they got closer to the crash site. It was mayhem ahead of them and more people where adding to the chaos… all of them excited… having so many minds pressing against her barriers was always uncomfortable.

She didn't slow however, she wanted to see as much as the Doctor and Rose did! So, as they continued at a quick clip towards the crash site, she concentrated harder to keep the excited press from becoming any more than annoying background buzz against her own…

"Can't see a thing from here," Sophie observed with disappointment when they couldn't get any closer.

The mayhem surrounding the site keeping them from getting anywhere close to the crash as throngs of people converged all trying to do the same.

"It's blocked off," the Doctor muttered equally disappointed.

"We're miles from the centre," Rose as she too looked around with disappointment. The streets were a mess, "The scene must be grid locked. The whole of London must be closing down,"

"Yeah, and everyone is going crazy," Sophie muttered dryly as she moved closer to her companions to avoid a small group passing them in a rush to join the chaos that was the throng of people trying to get closer.

Her brow furrowing with the effort she was putting into keeping the excited chattering thoughts of the strangers out of her own head… it was manageable though… she'd end up with a headache before long, but she was used to those and excitement was easier to deal with compared to anger and fear.

"I know, I can't _believe_ I'm here to see this! This is fantastic!" the Doctor exclaimed giddily almost vibrating with his excitement.

"Did you know this was going to happen?" Rose asked him.

"Nope!"

"Do you recognize the ship?" the blond tried again.

"Nope!"

"Do you know why it crashed?" Rose attempted a third time to pry some answers out of the man, a small kernel of frustration stirring in her.

"Nope!"

"What do you know?" Sophie asked bemused and curious.

"A lot of things," the Doctor responded immediately with an unrepentant grin that had Rose shooting him looks of irritation.

"About the crash," Sophie reiterated.

"Nothing. Isn't it great!" Doctor declared exuberantly earning an amused smile and an almost completely silent chuckle from the brunette.

"Oh, we're so glad we've got you," Rose muttered with sarcasm.

"I bet you both are!" he responded enthusiastically, blatantly ignoring the sarcasm, "This is what I travel for! To see history happening right in front of us,"

"Well, let's go and see it!" Rose exclaimed linking an arm through Sophie's, sharing a grin with the brunette, "Never mind the traffic, we've got the Tardis!"

"Could we?" Sophie asked as she turned hopeful eyes up to the Doctor.

"Better not," he replied dashing their hopes reluctantly, rather put out himself at not being able to get a good look, "They've already got one spaceship in the middle of London, don't want to shove another one on top,"

"Yeah, but yours looks like a big blue box. No one's going to notice," Rose wheedled a little.

"You'll be surprised, an emergency like this, there'll be all kinds of people watching. Trust me, the Tardis stays where it is," the Doctor said firmly.

"I suppose your right," Sophie murmured quietly on a disappointed sigh.

"So, history's happening and we're stuck here," Rose muttered disgruntled.

"Yes, we are," the Doctor agreed, not too happy with it himself… he was never stuck on the outside! Never!

"We could always do what everybody else does," Rose suggested after a moment earning a questioning look from the Doctor.

Sophie glanced over at her, "So… the telly?"

Rose nodded in confirmation, "Yep. The telly,"

The Doctor stared at the two, a cross between being horrified at having to do something so ordinary and boring and thrilled that they could still watch it happening… even if it was just on the telly.

 ***O*O*O***

The Doctor, Sophie and Rose sat in the Tyler's living room all three occupying the couch in front of the tv, watching the screen intently as a reporter broadcasted what little he'd been told to the public.

The Tyler's home was crowded, almost packed with people that Jackie had invited over… Jackie who was nattering in the background to one of her friends adding to the din of noise that was making it difficult to hear the tv.

Sophie was distracted from the news reporter as the Doctor flicked the channel back to News 24 as Jackie came back into the living room another mug in hand similar to the one she'd already pressed upon Rose and the Doctor; the latter rather reluctantly.

She accepted the mug with a murmur of thanks, only to stare for a moment as the older woman held out her other hand to her. She lifted her own and found a couple of tablets dropped into her hand.

"You look like you've got a bit of a headache," Jackie said in explanation before she wandered back towards the kitchen to continue complaining to her friend about being forced to make the Doctor welcome for fear of losing her daughter again.

Sophie moved to set the small harmless looking pills onto the coffee table when she spotted a young boy who couldn't be more than a toddler wander into the living room. She pulled back, hesitated a moment as she decided what she should do with the pills before she settled on slipping them into her jeans pocket. An action that didn't go unnoticed by Rose and the Doctor.

The blond frowned in concern, "You do look like you've got a bit of a headache, Soph,"

"A bit of one yeah," Sophie admitted with a grimace.

"So, why not take the painkillers?" Rose asked with confusion.

Sophie shrugged a little, "Aspirin makes me a little nauseous," she explained receiving a look of understanding from the blond.

The Doctor looked at her a moment longer, making a mental note of the information before he turned his attention back to the tv only to find a toddler tottering back and forth in front of him… with a small sigh, he snatched the small child up and set him down on his lap, before turning his attention back to the tv satisfied that that distraction was safely contained.

Sophie blinked in confusion when News 24 disappeared from the tv screen and the tv flickered between a few channels before coming to rest on Blue Peter. Movement out of the corner of her eye drew her attention and despite her frustration at missing what was being said she couldn't help but be amused at the sight of the Doctor, who was trying to gently wrest control of the remote from the toddler he'd settled on his lap earlier.

The Doctor finally regained the remote and flicked the channel back, and allowed the young boy to hop down off his lap.

He scowled at him in frustration when the toddler instead of toddling off like he'd expected stood in front of the tv, blocking his view of the small screen. He pointed vehemently to the side, "Go on!" he said sternly, his face and tone broking no argument from the boy.

The boy looked balefully at him for a moment before he obediently walked in the direction indicated no longer interested in the man and wanting the more comforting embrace and attention of his mummy.

The ordinary way bloody horrifying! The Doctor decided as he tried to ignore the many humans that were jammed into the Tyler flat, none but his companions at all interested in what the news was reporting on what was possibly the first alien contact the Earth was officially aware of.

 ***O*O*O***

Sophie stood in the shadows of the Tyler's flat, leaning a shoulder against the exterior wall as she stared up at the night sky. She had been heading to the Tardis when she'd left the Tyler's flat… but what she could see of the stars had distracted her and she was far enough away from the gathering in the Tyler's and all the varying parties going on throughout the homes the made up the estate that she was able to relax slightly.

Which had been her intention when she'd decided to visit the Tardis for a bit. There hadn't been any new information released on the alien crashlanding either so she didn't believe that she was missing anything by catching her breath.

Still, she should probably head back inside soon, before Rose and the Doctor started to wonder where she'd gotten too. She didn't think either of them had noticed her slip out both had been a bit caught up. Rose with her mother and the Doctor enduring a talking too by one of Jackie's friends…

"Ah, so this is where you disappeared to," the Doctors voice came from behind her.

Sophie glanced back at him, "I'm not used to being in such a small space with so many people. It was getting a bit overwhelming," she murmured as he came up beside her.

"How's your headache?" he asked.

"Receding," Sophie replied with a small shrug, her gaze returning to the stars. Her expression thoughtful as she found herself wondering, not for the first time, what it would be like to be around that many people and not have to worry about accidentally hearing what they were thinking.

"Good,"

The Doctor studied what he could see of her face for a moment before he lightly bumped her shoulder with his drawing her attention back from her thoughts, "Come for a wander?" he offered with a smile that urged her to come with.

Sophie returned the smile, "Sure," she agreed, before glancing about the night, confusion crossing her face, "What about Rose,"

"She's fine where she is," the Doctor waved off.

"She won't like us going somewhere without her," Sophie muttered as they began heading towards the exit to the Estate.

"She's catching up with her mother. Won't even notice we've been gone," the Doctor assured with a small grimace at the thought of Jackie.

Sophie blinked at him, a thought occurring to her, "You're scared you'll get slapped again, huh?" she half stated half questioned.

"No, of course not," the Doctor denied, speaking a little too quickly, "…Well, maybe a smidge," he admitted in the next beat, a hand touching his previously abused cheek again. He mock pouted as Sophie chuckled a little at him, before he smiled slightly.

"And just where do you two think you're going?" Rose asked from behind them, a distinctly unimpressed look on her face as the two spun around to face her.

"Nowhere!" the Doctor denied immediately and internally winced at just how unbelievable he'd sounded, "It's just a little bit human in there for me. History just happened and they're talking about where you can buy dodgy top up cards for half price,"

Sophie stared at him surprised by that, "They are?"

The Doctor gave her a pained nod, before he returned his gaze to Rose who staring at him completely unimpressed, "Just thought I'd give Annie a bit of break. Take her for a bit of a wander, that's all,"

Rose's gaze softened only slightly as she glanced at the petite brunette that had disappeared earlier, before returning her gaze to him and frowned, "Right," she drawled, her tone still disbelieving, "There's a spaceship on the Thames and you're just going to take Soph 'wandering',"

The Doctor shrugged, "Nothing to do with me!" he claimed, "It's not an invasion! That was a genuine crash landing. Angle of descent, colour of the smoke, everything! It's perfect!"

Rose started at him flatly, "So…"

"So, maybe this is it! First contact! The day mankind officially comes into contact with an alien race. I'm not interfering because you've _got_ to handle this on your own. That's when the human race finally grows up. Just this morning you were all tiny and small and made of clay! Now you expand!" he exclaimed and laughed with delighted exuberance.

Rose couldn't help but smile, her suspicions easing slightly… and Sophie had looked rather pained whilst they'd been watching the telly… so maybe he was just taking her for a walk away from the crowds… still, she couldn't completely shake her suspicions.

The Doctor returned it, "You don't need me. Go and celebrate history. Spend time with your mum," he urged before he turned and gently prodded Sophie into a walk.

Rose watched them walk for a brief moment, the small fear she harboured of being left behind rearing its head again and she was calling out before she realized that she was going to, "Promise that the two of you won't disappear?"

The two stopped and turned back to her, "Tell you what," the Doctor stated, trailing only slightly as he patted his jacket pockets, "Tardis key," he announced as he produced the gold key and handed it to her, "About time you had one," he said with a grin.

"Do you want me to stay?" Sophie offered quietly, her expression sincere as she stared at Rose, trying to judge what she should do in this situation.

Rose looked up from the key that was resting in her hand. She smiled at the brunette, "No, you go. Anyone could see that you were struggling in there,"

Sophie glanced away embarrassed by the truth of it.

Rose surprised her by drawing the petite woman into a hug, "Have you thought more about his offer?" she whispered just loud enough for Sophie to hear... and the Doctor pretended to oblige the notion that he couldn't as he began fiddling with the lapels of his jacket.

Sophie nodded against Rose's shoulder a little awkwardly, her arms coming up to return the hug a little belatedly.

"And?" the blond insisted.

"Still thinking," Sophie responded.

"Well, hurry up and decide," Rose urged, giving her a slight squeeze of reassurance, "You're not doing yourself any favours by struggling, ya know," she prodded as gently as she could whilst expressing her concern.

Sophie pulled back, fidgeting uncomfortably, before giving a small noncommittal nod of her head.

Rose puffed out her cheeks briefly before she shook her head slightly at the stubborn brunette, "Right, go on then… and make sure he does come back!"

"I don't think I'll need to," Sophie responded earning a beaming tongue in teeth smile from her blond friend.

"Right. See you later!" the Doctor bid, eager now to get going. He took Sophie's hand and the two started off again.

Rose watched them until they left her line of sight, before she looked down at the key in her hand. A delighted smile curving up her lips at the physical promise she had that the Doctor and Sophie where coming back.

She curled her hand around it, before she turned and moved back towards the flat. The Doctor was right in that she needed to spend more time with her mother after the year the woman had had… and, she still hadn't managed to see Mickey to clear the air between them.

 ***O*O*O***

Sophie stepped into the Tardis and smiled at the welcoming hum that greeted her and the Doctor. She patted the wall as she sent a silent greeting back before she turned to the Doctor. Her expression hopeful and curious, "So… do I get a key?" she asked.

The Doctor paused in his trek to the console and turned to her, "Of course!" he exclaimed with a grin and immediately began patting his pockets again. A short moment later he paused and shot a look at his ship, a frown furrowing his brow, "What?"

Sophie shifted uncomfortably, thinking that perhaps she shouldn't have asked and just waited instead.

The Doctor stared at the Tardis a moment longer, a little put out, "Check your jacket pocket," he told her.

It was Sophie's turn to frown in confusion, "This jacket doesn't have poc…" she trailed off as she became aware of a warm weight on the right side of the woollen jacket. She pulled it away to see a pocket that hadn't been there before. She reached into it and pulled out a gold key that was identical in appearance to the one the Doctor had given Rose. A soft warm pulsation coming from the metal.

The Doctor tore his gaze away from the key in Sophie's hand and shot another look at his Tardis… this one unimpressed and more than a little pouty. He was the one that gave out the key!

The Tardis merely hummed completely unconcerned and unrepentant in response to his mild annoyance with her.

To which the Doctor rolled his eyes at his cheeky ship… really, they had a system. A system that worked really well.

The Doctor turned his attention back to Sophie as she examined the key that was resting in her palm. His gaze turning curious. The Tardis had never specifically given a key to one of his companions before, "She must really like you," he observed.

Sophie glanced up, a grin curling up her lips, "I really like her too," and the Tardis gave a happy hum in response. Sophie placed a hand against the console, careful not to bump any buttons, "Thanks Sexy," she murmured gratefully.

The Doctor choked on his own saliva, his eyes widening as he stared at the brunette, "Did you just call her Sexy?"

Sophie looked back at him with a small frown of concern, "Yeah. She told me I could… but, is that not ok?" she asked, her teeth sinking into her lower lip worriedly at his reaction.

The Doctor's cheeks were tinged a light pink in mild embarrassment, "No… it's fine," he assured her, before turning a glare on the Tardis.

' _I thought I told you not to be cheeky?'_ he whinged at her. His only response was an amused hum from his Old Girl and he sighed to himself. Really, he should have known that the Tardis would just do as she wanted.

"Good," Sophie sighed in relief, before she smiled, "It really suits her,"

The Doctor smiled too, embarrassment forgotten, "Yeah, it does," he agreed, "Right," he clapped his hands together as he moved around the console, "Let's wander,"

"Wait, we're taking the Tardis?" Sophie asked, suddenly a little unsure. Weren't they just wandering?

"Of course," the Doctor replied giving her a look that said he thought that should be obvious, "Why'd you think we came in here?"

Sophie gave a small shrug, "Dunno… change your jumper?"

The Doctor glanced down at his jumper, "Why? This is a brilliant jumper,"

"No reason, just thought we'd be walking," she murmured, her fingers coming up to play with her hair again.

"Nah. Quicker in the Tardis," the Doctor replied.

Sophie nodded, her uneasy feeling about their sudden 'wander' quieting. Of course, the Doctor would prefer just to make a hop with the Tardis. She smiled curiosity rising, "Where are we wandering too?"

The Doctor shot her an exhilarated look, "You'll see!" he told her, before he pressed a few buttons and the engines whirled to life and in the next moment they were moving.

Sophie looked at the Tardis console concerned as it began to smoke, seemingly out of nowhere to her mind. Her concern turned to alarm however as the Doctor reached under the console and pulled out a mallet and began hitting the console, "Oi! Hitting her won't actu…" she trailed off as the smoking stopped, leaving her blinking owlishly as the flight continued.

The Doctor shot her a smug look, before he kissed the mallet, beaming at the console, before he placed the tool back where he'd got it.

Sophie shook her head in bewilderment. She had no idea how smacking the console with a mallet solved the problem… but it worked and the Tardis seemed only mildly exasperated over the treatment.

The Tardis wheezed as she materialized and Sophie turned her curious gaze to the door, "So, where are we?"

"The Albion Hospital," the Doctor replied with a grin.

"Hang on," Sophie said with a small frown, recognizing the name of the hospital from News 24, "I thought we were just going for a wander?"

"We are!" the Doctor insisted, only to receive a look from Sophie that had him tugging on his ear, "Ok. I may have misrepresented just what I meant by wandering," he admitted little sheepishly, "But they found a body Annie-Girl!"

"Oh, Rosie is going to be so mad at you," Sophie muttered.

The Doctor tugged at his ear again, "A bit yeah… but at least her mum won't slap me again,"

Sophie huffed out a short breath, "Yeah, but Rose just might,"

The Doctor grimaced, before he waved her off, "Nah. I'll make it up to her. Take you both somewhere nice," he promised.

Sophie shook her head at him, her lips twitching upwards as she found herself relenting in the face of his enthusiasm.

The Doctor beamed in return, sensing what little resistance she'd had disintegrating in the face of her own curiosity.

A moment later the two were quietly slipping out of the Tardis. Sophie blinked at the small storage space they were in, rather surprised and impressed that the Tardis had managed to land herself so precisely inside the small space… really the beautiful blue box barely fit!

The Doctor pulled out his sonic screwdriver as they moved the short distance to the door, finding it locked he pressed a button on his sonic and aimed it at the handle. Only to shut it off a moment later at the loud buzzing sound it emitted, "Shh!" he hushed it.

Sophie couldn't help the soft sound of laughter that escaped her at that. A hand coming up to stifle the sound.

The Doctor pressed a finger to his lips in a 'sh' gesture, a grin curling up his lips as Sophie mouthed an 'oops' at him. He turned his attention back to the door, before he aimed his sonic at the locked door again. The buzzing actually softer this time.

The lock clicked and he slipped his sonic back in his pocket. The Doctor shared an excited grin with Sophie before he opened the door and ushered her out before him.

Sophie stopped dead, her eyes wide as she took stock of the room she'd stepped out into… and all she could think as she stared at the twentyish armed soldiers that had stopped stone cold at the sight of her and the Doctor was, _'Oh bugger.'_ As her heart gave an uncomfortable beat as the surprise faded and the soldiers all jumped to their feet in a flurry of motion.

She blinked a little surprised as her vision of the gun totting soldiers was obscured by the board back of the Doctor as he stepped between her and the guns that were being pointed at them. Before she could really think about it, she was moving her arm forward and slipping her hand into his, giving it a grateful, but concerned squeeze. She really hadn't been expecting guns. Nurses, doctors maybe… but soldiers hadn't even crossed her mind!

The Doctor returned the squeeze, hoping to reassure her as he blandly grinned at the soldiers, reminded once again why he hated guns whilst he thought of what he could say to get them both out of trouble. Really it was just his luck that it was this room they'd stepped out into.

A terrified scream broke the tension and the smile dropped from the Doctor's lips as he ran towards the sound, tugging Sophie into motion with him and he shouted back at the soldiers that still hadn't moved, now torn over what to do, "Defence part delta! Come on, move, move!"

Upon hearing the familiar order, the soldiers broke into a quick run following the Doctor and Sophie as the two raced out of the door and down a hallway in the direction the scream had come from.

The Doctor almost skidded to a stop as he spotted a woman in a doctor's coat cowering on the floor.

"It's alive!" she cried, her voice shaking with her fear and shock.

The Doctor turned to the soldiers that were behind him, "Spread out. Tell the perimeter it's a lockdown!" he ordered them, before he turned to Sophie, "Annie-Girl. I don't know what we're dealing with so, I need you to stay close ok? No wandering off," he said firmly, his eyes locking with hers to get across just how serious he was.

Sophie flicked her gaze back to the traumatized Doctor that was still trembling on the floor a bleeding cut on her forehead, before meeting the Doctor's intense gaze again, "Ok," she agreed easily.

"Do it!" the Doctor snapped at the soldiers that still hadn't moved as he moved quickly towards the bleeding woman. The sound of their retreating steps assuring him that they'd gone to follow his directives.

Sophie followed, her hand still clasped in his for the moment, her brow furrowing in concentration as her barriers wavered as the woman's frightened thoughts beat against them in a frenzy of terror… the frantic beating making her temples pound anew, her receding headache flaring back to life with a vengeance.

The Doctor took the frightened woman's hands with his own, drawing her attention.

"I swear it was dead," she told him, her eyes wide.

"Coma, shock, hibernation, anything," he suggested in explanation, "What does it look like?" he asked, only for his attention to be drawn away as a small scuffling sound came from behind them. He released the woman and spun quickly, "It's still here," he muttered as he stood, beckoning a soldier into the room as he moved towards the alien as it made another scuffling sound.

Sophie moved to follow the Doctor only to be brought up short as the cowering Doctor snagged her wrist.

"I swear it was dead," she murmured again, her expression pained, "I never would have locked it away if I'd known it was alive. I swear it was dead,"

Sophie blinked as she frantically tried to understand what the woman wanted from her… her eyes beseeching her for something…all the while her head throbbed angrily as she kept up her barriers… keeping the woman out, "Uh… I'm sure you'd have done everything differently if you had," she said tentatively and was relieved when the woman released her wrist evidently satisfied.

Sophie turned her attention back to the Doctor confused by the interaction, but glad that she seemed to have said something right as the woman's thoughts stopped battering at her quite so heavily.

"Hello!" she heard the Doctor greet something from where he was kneeling on the floor. A squeal of terror was the response, before the alien was darting out and across the room, "Don't shoot!" the Doctor ordered the soldier as he moved to hurry after the fleeing creature.

Sophie followed her eyes wide. She'd only gotten a brief glimpse of the alien, but it had looked small and terrified… and rather like a pig, but that couldn't be right?

The sound of a gunshot made her jump and she stared wide eyed at the fallen form of the alien… that actually did look like a pig in a black spacesuit.

"What did you do that for? It was scared!" the Doctor demanded of the soldier who stared at him alarmed and unsure of what he could say… he'd merely reacted…

The Doctor crouched down by the dying pig, "It was scared," he murmured again as he reached down and stroked the scared animal as it took its last breathes.

Sophie swallowed thickly, her eyes sad as she stared helplessly as the life left the pigs eyes. Her gloved hands clenched at her sides.

Her control threatening to slip as her emotions played havoc with her ability to concentrate. Sorrow filling her making her heartache for the creature.

 ***O*O*O***

Sophie fell into step with the Doctor as the two quietly left the mortuary, leaving Doctor Sato to talk to thin air as they walked back along the hallway as they headed back to the storage room where they'd left the Tardis. She glanced over at him as he bumped his arm against hers gently.

"You doing ok?" he asked quietly, his gaze cataloguing the strain on her face and the tell-tale scrunch of her brow.

"Yeah…" she assured, grimacing only slightly as her head continued to pound rather viciously, "Or I will be," she added and attempted a small smile for him, but it fell a little flat.

The Doctor nodded in understanding and gave her a small reassuring smile of his own.

"It was just horrible, what was done to that pig… why would they do that?" she asked with a small confused frown.

The Doctor nodded again. He had the same question… in fact, he had a few now, "I'm not sure… but I'm going to find out," he swore.

Sophie nodded her agreement, and grimaced slightly as the action made the pounding in her head pound harder momentarily and her barriers wavered ever so slightly as her concentration threatened to slip with it and the minds of those closest in the hospital pressed closer, their thoughts becoming a bit brighter.

The Doctor caught the action and grimaced a little himself in guilt and he twitched with the desire to do something to help… to try and see if his leading idea would work, "Annie…"

She met his gaze, one of her hands coming up to tangle the ends of her hair around her fingers, "I'm fine," she muttered.

The Doctor stared at her flatly for a brief moment taking in the nervous motion of her fingers, before he blew out a soft, but resigned breath, telling himself not to push, as he pulled the storage room door open, "How's the 'thinking' going?" he asked anyway as he ushered her in before him.

Sophie shot him a look out of the corner of her eye as she passed him, "Still going," she muttered and the Doctor gave a short nod at the answer.

Sophie worried her lower lip as she trailed the Doctor to the Tardis door as she wondered if she could or should say more, because she knew Rose was right… she wasn't helping herself by battling on, on her own… but she couldn't bring herself to say the words she needed to actually accept his help.

She opened her mouth, closed it. Scowled at herself in frustration and tried again only to repeat the process.

From inside the Tardis the Doctor glanced around confused as to why he was still inside alone. He moved back towards the door to see her standing outside the doorway… opening and closing her mouth as if she was trying to force words that just weren't ready to be spoken yet.

He inwardly flinched at himself as he hurried back towards her… "Hey, Annie-Girl… look at me," he urged as he closed the distance between them.

Sophie let out a small 'oof' as no sooner had she lifted her gaze to meet the Doctor's that she found herself infolded into a warm hug that took her by surprise.

"I'm sorry," he apologized, "I shouldn't have pushed like that,"

Sophie blinked rapidly still processing the fact that she was indeed being hugged… her own arms slowly coming up to wrap around his sides in return. Her forehead coming to rest against his chest, "Its ok," she mumbled against the leather of his jacket, "My thoughts are kind of circular…" she admitted before trailing uncertain how to put it into words that made any kind of sense outside of her head.

"You'll work it out, when you're ready," the Doctor replied, "Just ignore me. Nine hundred years, and I still haven't learnt much patience," he joked lightly.

Sophie smiled slightly at the attempt, "Teaches good hugs though," she murmured, the words slipping out without her permission, leaving her cheeks tinged pink.

"Thanks!" the Doctor exclaimed with a bright grin and hugged her little tighter for a moment.

Sophie bit her lower lip as her heart did a funny little beat in her chest, leaving her with an odd feeling that had her frowning in confusion, before she was distracted by the strange rhythmic beating coming from the Doctor's chest and pressed her ear to it again before she'd really thought about it.

She pulled back again and stared up at the Doctor owlishly to see him grinning down at her with amusement, causing her to flush again, "Two? Really?" she asked as she stepped out of his embrace.

"Yep!" he replied popping the 'p', "Now, let's go, before Rose misses," he urged, taking her hand as he spoke, pulling her into motion with him.

The Tardis door closed behind Sophie and a moment later the Tardis was wheezing as she dematerialized.

 ***O*O*O***

The Tardis had barely finished materializing when the door practically flew open as Rose marched in looking a mixture of relieved and displeased as she stared at the Doctor who was busy looking at a monitor and Sophie who was standing beside him.

"I told you she wouldn't be happy!" Sophie told him as she nudged him with her elbow as she fixed Rose with an apologetic, 'I tried look'.

"Alright! So, I lied. It was more than just a wander!" the Doctor exclaimed, "We went and had a look, but the whole crash landing's a fake, I thought so, it's just too perfect. I mean, 'hitting Big Ben' come on, I just thought, let's go take a look…" he explained quickly

Rose stared at him for a moment, "…my mum's here," she finally said, unable to truly be unhappy when despite the lie, they'd both come back for her.

The Doctor looked past Rose and his eyes landed on Jackie and just behind her Mickey. He rolled his eyes and shot the younger blond an annoyed look, "Oh, that's just what I need. Don't you dare make this place domestic!"

Sophie grimaced and let out a slow breath… her brow scrunching up as she concentrated on keeping the upset and angry Mickey out of her head. The effort renewing the throb that had only just started to die down again.

"You ruined my life!" Mickey accused hotly, "They thought I was a murder suspect because of you!"

The Doctor gave Rose a look, "See what I mean? Domestic," he muttered sourly, before he spun back to the monitor determined to ignore all the domestics now until they inevitably went away. He flicked his gaze to Sophie… well, perhaps he should just get straight to the booting out?

Mickey marched a few steps towards him, "I bet you don't even remember my name!" he accused again.

"Ricky," the Doctor replied without missing a beat.

Mickey scowled at him, "It's Mickey!"

"No, it's Ricky." The Doctor couldn't help, but needle him.

"I think I know my own name," Mickey shot back annoyed.

The Doctor paused, before turning to look at him incredulous, "You _think_ you know your own name? How stupid are you?" he glanced over at Sophie again and tugged at his ear sheepishly as he took in the look she was giving him, "Eh, sorry. Couldn't seem to help myself," he murmured just loud enough for her to hear.

"Patience," Sophie muttered after a moment, "You need classes," she grumbled through gritted teeth as she raised a hand to her temples. She was trying she really was, but if Mickey was angry before it was worse now… and gosh… the boy had a mouth… she winced as she realized he'd slipped through and concentrated harder, shutting him out again.

"Mum don't!" Rose called after her mother as the older woman fled from the Tardis, "Don't go anywhere! Soph, tackle him if you have too!" she ordered the Doctor and Sophie, before turning to Mickey who was scowling heavily, "Don't start a fight!" she demanded of him, before she ran after her mother.

Sophie stared after Rose for a moment, wondering how the blond thought she'd be able to tackle the Doctor at all, let alone away from the controls… but it was only for a moment as she was forced slam her barriers tighter as Mickey's thoughts flared against her barriers in fresh irritation, this time glaring after his girlfriend.

"You alright?" the Doctor asked Sophie.

"Yeah, but the aspirins starting to look real good," she muttered.

"Just how allergic are you?" the Doctor questioned curious.

Sophie grimaced, "Oh, I'd be hanging my head over a bucket for at least an hour… two if I've taken more than one,"

"Best avoid that then," the Doctor said with a grimace of his own, his gaze focused on the monitor in front of him.

"Yeah," Sophie agreed just as Rose ran back into the Tardis coming up to the Doctor's other side.

"That was a real spaceship?" she asked.

"Yep!"

"So, it's all a pack of lies? What is it then, are they invading?" Rose questioned, practically willing the Doctor to talk faster, so that should go up to her mum and smooth over whatever ruffled feathers she had. She probably should be there now, but she wanted to know! Her gaze slid to Sophie who feeling eyes on her looked up, "Well?" the blond urged.

Sophie blinked, focusing past her headache to realize that Rose was expecting an answer from her whilst the Doctor remained silent, "He doesn't know yet," she murmured, earning a slight pout from the Doctor who hadn't been willing to say as much out loud.

Mickey who'd grudgingly wandered over to them and was standing on the balls of his feet to watch over their shoulders spoke, "Funny way to invade, putting the world on red alert,"

The Doctor glanced at him surprised and grudgingly mildly impressed, "Good point! So, what're they up to?" he wondered.

Sophie shook her head slightly, "Nothing good," she posited quietly.

The Doctor nodded in agreement, "Let's find out," he muttered, before he moved away from the monitor to get started on just what he needed to do.

 ***O*O*O***

Inside her room Jackie sat down her home phone and puffed out a breath, already unsure as to whether she'd done the right thing…

 ***O*O*O***

The Doctor fiddled with wires, a frown of concentration on his face as he worked on them carefully, not wanting to fry them by accident. The Tardis would be rather annoyed if that happened... probably give him a shock.

He glanced up briefly and smiled around his mouthful of sonic screwdriver at seeing his two companions sitting together, talking softly… Sophie was probably still catching Rose up on what she'd missed like the blond had demanded. He was pleased to observe that the brunette was looking more relaxed.

He blinked as he realized he was staring longer than he'd intended and immediately focused his attention back to the wires he was reworking so that they'd do what he needed them to.

Mickey who'd felt rather brushed off by Rose when she'd practically dragged Sophie over to sit on the stairs with barely a glance at him, wandered over to the Doctor, his eyes curious as he watched the man fiddle, "So, what're you doing down there?"

The Doctor supressed a groan at the sound of his voice, "Rickey," he said, his voice muffled around the sonic that was still in his mouth.

"Mickey," he corrected with irritation.

The Doctor took the sonic out of his mouth and looked up at him, "Ricky," he repeated making Mickey roll his eyes, "If I was to tell you what I was doing to the controls of my frankly magnificent time ship, would you even begin to understand?" he asked.

"I suppose not…" Mickey admitted slightly abashed by the Doctor's tone, but no less irritated by the man.

"Shut it then," the Doctor ordered before sticking the sonic back between his teeth and focusing on the wires once again, breathing out a breath of relief as he heard Mickey walk away from him.

Rose who'd been watching the interaction out of the corner of her eye shot the Doctor a look of irritation herself, before she rolled her eyes as she noticed him glance in their direction again… before he lowered his gaze back to what he was doing.

She nudged Sophie and nodded towards the Doctor, "Go on, I think he wants to be all impressive," she muttered grudgingly bringing it the brunette's attention. A vindictive part of her not wanting to oblige the Doctor after what he'd just done, but that was only a small part of her.

Sophie blinked in surprise, "But didn't he just send Mickey off?"

Rose huffed and shot the man another glare, "Yeah, but he doesn't like Mickey," she stated, before giving her friend a smile, "Go, let him be impressive," she looked over at her boyfriend, "I need to talk to Mickey… can't put it off any longer,"

Sophie stared after Rose for a moment as the blond got up and strolled to where Mickey had stormed off to, before she turned her blue gaze to the Doctor who seemed rather focused to her. Still she got up and wandered over, settling herself on the floor a slight distance away not wanting to encroach on the Doctor's space whilst he worked.

The Doctor glanced up, and pulled the sonic from between his lips as his gaze landed on Sophie's changed position, "Rose all caught up?"

"Yep," she confirmed with a small nod, "Is it ok that I watch?"

"From there?" the Doctor asked as he took in how much space she'd left between them.

Sophie shrugged, "Didn't wanna be in the way," she muttered.

"Can't really see from there, though can you?" the Doctor replied and beckoned her closer, "Sit here," he gestured to a panel beside him that'd let her peer down on what he was doing without getting in his light.

Sophie shuffled forward. Settling onto the panel the Doctor had indicated, watching what he was doing with the wires intently.

The Doctor glanced up at her again a moment later unable to help himself, "Curious?" he questioned with a grin.

Sophie lifted her gaze to his again, "Yes," she replied honestly and that was all it took for the Doctor to launch into an explanation with a thrilled grin, pointing out the wires as he spoke of them.

Sophie for her part watched and listened attentively doing her best to understand what she could and mentally filing away words that she wanted to go and look up later when she got some time.

Sparks flew from underneath the console making Sophie flinch back, but the Doctor let out a triumphant cry, "Got it!" he beamed, "Haha!" he got out from where he'd wedged himself and helped pull Sophie to her feet before moving to the monitor, Rose and Mickey coming around the console to join them.

"Patched in the radar, looped it back 12 hours so we can follow the flight of the spaceship, here we go…"

Sophie frowned slightly at the Doctor, "Why didn't you just say that earlier then?" she asked as the Doctor gave the monitor a smack.

"I was explaining the process," he defended himself.

"Oh," Sophie murmured softly accepting that, but still mildly confused as to why he'd tried to explain something that she'd only just managed to follow maybe half of.

Rose rolled her eyes good naturedly and smiled at Sophie as the two made eye contact from their spots on either side of the Doctor, "Not as impressive," she mouthed at the brunette.

Sophie returned the smile, and the two shared a small laugh.

The Doctor glanced away from the uncooperative monitor to eye the two suspiciously at the sound, before he shook his head at them and returned his attention to the monitor, giving it another small smack, "Come on!" he grumbled at it.

The screen flickered to the right image and the Doctor shifted it so that Sophie and Rose could see, forcing Mickey to budge up closer to Rose to get a look, "That's the spaceship on its way to Earth… see?" he pointed out the travel path, "Except… hold on… see, the spaceship did a sling shot round the Earth before it landed,"

"What does that mean?" Rose asked.

"It means it came from Earth in the first place," the Doctor replied, "It went up and came back down. Whoever those aliens are, they haven't just arrived. They've been here for a while. The question is, what have they been doing?"

Sophie chewed her lower lip as she stared at the monitor that displayed what the Doctor had just explained to them, _'One things for sure… they wanted the world watching,'_ she thought as she pondered why they'd want so much attention.

' _True,'_ the Doctor replied and merely gave her a slightly cheeky smile when she shot him an irritated look.

' _Will you stop that?'_

' _Stop projecting then,'_ was his quick unrepentant response.

Sophie grimaced, he knew damn well that she didn't know how! _'Jerk-mc-Jerk face!'_ she shot at him with a glower only to receive nothing from him… he didn't even twitch. So, she looked away believing that she hadn't succeeded, just missing the bemused look he shot her whilst he internally chuckled at her behind the safety of his mental shields.

A short while later Sophie, Rose and Mickey watched as the Doctor flicked through channels as they searched for any new news on the 'crash landing'.

"How many channels do you get?" Mickey couldn't help but ask. His curiosity getting the better of him.

"All the basic packages," the Doctor responded neutrally, unwittingly encouraging Mickey to continue.

"You get sports channels?"

The Doctor rolled his eyes annoyed already, "Yes, I get the football," he grumbled before he turned his attention back to the screen in front of them and he stopped flicking the channel, "Hold on, I know that bloke!" he exclaimed his attention snagged.

"It is looking likely that the government is bringing in alien specialists, those people who have devoted their lives to outer space," the reporter on the tv informed them.

"UNIT!" the Doctor exclaimed happily, "United Nations Intelligence Task force, good people," earning curious looks from his companions.

Sophie shrugged at Rose when their eyes met briefly, she didn't have a clue either, "How do you know them?" the blond asked.

"Cos he's worked for them," Mickey answered to their surprise sounding smug, "Yeah, don't think I sat on my backside for 12 months, Doctor. I read up on you. You look deep enough on the internet… and the history books, and there's his name. Followed by a list of the dead,"

"That's nice," the Doctor responded blandly outwardly unaffected by those words that had him internally flinching, "Good boy, Ricky,"

"If you know them why don't you go and help?" Rose asked quizzically.

"They wouldn't recognize me," he replied with a small shrug, "I've changed a lot since the old days. Besides, the worlds on a knife-edge. There's aliens out there and fake aliens. We want to keep this alien out of the mix," he decided brightly, "I'm going undercover… and eh, better keep the Tardis out of sight," he turned to Mickey, "Ricky! You've got a car – you can do some driving," he stated, ignoring the look the boy gave him as he straightened up and headed for the door.

"Where to?!" Mickey called after him, before scrambling to his feet realizing that he was being left behind by the three.

"The roads are clearing. Let's go and have a look at that spaceship," the Doctor responded with a grin before he opened the door and stepped out into the night.

The Four were immediately blinded by a helicopters searchlight, "Do not move!" a voice amplified by a loudspeaker ordered them.

At the sight of the police cars and soldiers surrounding them with guns pointed at them, Mickey ran managing to find sanctuary behind some dustbins.

Jackie who'd been drawn out of her flat by the noise moved to run to her daughter only to get stopped by a couple of soldiers, "No!" she shouted desperately as they held her back.

"Raise your hands above your head! You are under arrest!" the same amplified voice ordered.

"Take me to your leader!" the Doctor called to them over the sound of the hovering helicopter.

"You didn't!" Sophie half whispered half whimpered as she resisted the urge to facepalm rather hard. She didn't fancy getting shot.

Rose exchanged a pained look with Sophie as the soldiers closed in on them.

 ***O*O*O***

Rose stared at the interior of the car that the three of them had been ushered into by the soldiers, "This is a bit posh," she commented appreciatively, "If I knew it was gonna be like this, being arrested, I'd have done it years ago,"

Sophie shook her head, "I don't think this is arrested. From what I've seen arrested is a lot less comfy… and tends to involve handcuffs,"

Rose and the Doctor stared at her, "You've been arrested?" they asked almost in sync.

"No," Sophie denied, "I grew up in an orphanage. I saw a couple of the more uh, troubled kids get arrested," she explained.

"Oh," Rose mumbled, before she froze sending Sophie a look, "Wait orphanage?!"

Sophie grimaced, she'd forgotten that Rose didn't know. "Later," she offered and Rose nodded in acceptance.

"Well she's right," the Doctor chimed in, "We're not being arrested, we're being escorted!" he exclaimed with a grin.

"Where to?" Rose asked with a smile of her own.

"Where'd you think? Downing Street!" he exclaimed jovially, before laughing with excitement.

"You're kidding," Rose exclaimed.

"I'm not!" he assured her.

"10 Downing Street?" Rose clarified.

"That's the one!" the Doctor enthused.

Rose let out a gleeful laugh, "Oh, my God! Soph, we're going to 10 Downing Street!"

Sophie returned the grin rather excited herself at the prospect of actually entering the building, "Yep!"

"How come?" Rose asked a little confused.

"I hate to say it, but Mickey was right. Over the years I've visited this planet a lot of time, and I've been uh, noticed," the Doctor admitted.

"Now they need you?" Rose queried.

"Like it said on the news, they're gathering experts in alien knowledge. And who's the biggest expert of the lot?" he asked with an expectant grin.

"Patrick Moore," Rose shrugged.

The Doctor's face fell dramatically, "Apart from him!" he turned to Sophie expectant look back in place.

"You?" Sophie responded after a moment realizing that he was waiting on her to say something.

"Exactly!" the Doctor exclaimed exuberantly glad that one of them got it... studiously ignoring the eye roll from Rose.

 ***O*O*O***

The car pulled up outside 10 Downing Street and the Doctor, Sophie and Rose stepped out of the car and into the flashing lights of the paparazzi.

The Doctor smiled and gave them all an exuberant wave before he grasped Sophie's gloved hand in his and began briskly walking towards the building at a quick clip, wanting to get the telepathic brunette through what he truly hoped was the worst of it as quickly as possible. Taking in the concentration and strain on her face out of the corner of his eye.

Rose followed them quickly feeling a little overwhelmed as she stared up at the building, never in a million years had she thought she'd step foot in 10 Downing Street!

Sophie gave his hand a relieved squeeze as they cleared the door and moved further and further away from the large frantic mob of paparazzi and the many police that had been keeping them from sneaking inside.

The pressure of their minds against hers already easing… although the headache that had dulled to an ignorable ache, had flared up again into a merciless throb that was beating a tango against her temples once again… honestly today had not been a good one for her head…

"You ok?" Rose asked gently, nudging Sophie with her arm to ensure she got the woman's attention.

"Yeah… it's not so bad in here," Sophie assured just as quietly… well it was a bit calmer at least.

"Good," the Doctor responded with relief.

The trio were stopped outside the room they'd been led towards by a man, who handed the Doctor a card, "Here's your ID card. I'm sorry, your companions don't have clearance," he apologized as he swept his gaze over the two women, hoping that neither of the three would raise a fuss. He was busy enough without dealing with anymore fuss.

The Doctor stared at the man flatly, "I don't go anywhere without either of them," he stated firmly whilst he looped the ID card around his neck.

The man shook his head biting back his sigh of exasperation, "You're the code 9, not her," he replied just as firmly as the Doctor, "I'm sorry, Doctor… it is the Doctor, isn't it? They'll have to stay outside,"

The Doctor frowned at the man, before glancing with concern at Sophie briefly. He doubted she could handle being outside with that mob. He refocused his gaze and set his jaw stubbornly, "They're both staying with me,"

"Look," the man began already frayed patience wanning, "Even I don't have clearance to go in there. I can't let them in and that's a fact,"

"It's alright," Rose spoke up drawing the Doctor's attention, "You go,"

Sophie nodded her agreement, "Yeah, I'm sure we'll be fine," she murmured, before the Doctor could answer either of them another voice spoke drawing his attention.

"Excuse me? Are you the Doctor?" the woman asked.

The man stopping them couldn't hide his exasperation any longer, "Not now, we're busy! Can't you go home?" he asked annoyed.

The Doctor swung his attention back to his companions, his gaze flicking from Rose to Sophie, "Are you sure?" he asked them both, receiving a quiet, but strained nod from the brunette.

"Yeah, they're the experts, you should hear what they've got to say," Rose responded, a little disappointed, but the man was right, what business did they have in there?

The Doctor stared at her and Sophie for a moment longer, before he stepped closer to them. His gaze on Rose, "Get her somewhere quiet," he murmured quietly at her and Rose nodded as she shot another concerned glance at Sophie. He spoke louder, "Don't get into any trouble," he told them both, levelling them both with a look, before he followed the other experts into the room.

Rose looked around a little nervously, before focusing her gaze on Sophie, "Don't suppose they'd let us just hang around until they've finished, do you?"

Sophie grimaced, "Only if we're lucky," she muttered, she really didn't fancy having to brave the paparazzi again, at least not so soon.

They were grabbed by their arms drawing their attention back to the man from earlier, "I'm going to have to leave you both with security," he said informed them both.

"It's alright," the same woman from before spoke up as she came over to them, "I'll look after them," she offered, "Let me be of some use,"

The man stared at her for a moment, before he nodded and stepped away. He did have a million other things to do that were much more pressing then the two women that had been brought in for whatever reason with the Doctor.

"Walk with me," the woman urged and Sophie and Rose obliged as they fell into step with her, "Just keep walking…" she muttered to them as they passed the guards at the door, "That's right…. don't look around! Harriet Jones, MP Flydale North," she introduced herself, showing the two younger women her ID card as proof.

The three women came to a stop in a downstairs corridor, "This friend of yours… he's an expert, is that right? He knows about aliens?"

Rose shared a look with Sophie at the question, "Why do you wanna know?" she asked warily only for Harriet to suddenly burst into tears.

Sophie stood awkwardly as Rose swiftly moved to comfort the woman. Her own hand coming up to pat at the woman's shoulder uncertainly. The blond giving her an encouraging nod assuring her that she was doing something right.

"Let's try again," Rose said once Harriet had calmed enough.

The woman shook her head miserably, "You'd never believe me,"

Sophie met Rose's gaze briefly before she focused it back on Harriet, "Try us,"

Harriet stared at the two of them for a moment before she nodded, "Come with me," she demanded and they were walking once again, following after a distraught but determined Harriet.

 ***O*O*O***

"Ladies and Gentlemen, I'd like to have your attention please," General Asquith began calling the room to order, "As you can see from the summaries in front of you, the ship had one porcine occupant…"

"Now, the really interesting bit happened three days ago," the Doctor cut in not caring at all how rude he was being as impatience and worried gnawed at him.

He had two companions out there, one that struggled to keep other people's thoughts out of her own and the other with a propensity to find trouble… curiosity was all well and good, but he wasn't going to sit here and just let this meeting drag on!

"See, filed away under every other business. The North Sea, the satellite detected a signal, a little blip of radiation at one hundred fathoms like there was something down there… you were just about to investigate and the next thing you know, this happens, spaceship, pigs, massive diversion, from what?"

 ***O*O*O***

"They turned the body into a suit!" Harriet explained as she showed the two what was left of Oliver, "A disguise for the thing inside!" she burst into tears again.

"It's alright!" Rose attempted to assure the woman, "We believe you,"

Sophie nodded, "Yeah," she agreed, "It's got to be alien…" she muttered as she struggled to think clearly around her headache and maintaining her barriers as her own mind raced.

"Yeah, has to be alien," Rose agreed, "They must have some serious technology behind this…" she started looking around gesturing for Sophie to do the same, "If we could find it… we could use it,"

Sophie obliged as she began helping Rose rummage through the desk. The blond finished with her side and glanced around before moving towards a cupboard. She pulled it open only to jump back as a body fell out with a thump.

"Oh, my God! Is that?" Rose asked wide eyed as she stared at the body shocked.

Sophie who'd come over at the sound nodded, "Yeah, I think…"

"Harriet!" the man from earlier snapped interrupting Sophie as he entered the room, "For God's sake! This has gone beyond a joke, you cannot just wander…" he trailed off his face paling as he spotted the body on the floor, "Oh, my God! That's the Prime Minister!" he said aghast, confirming Sophie and Rose's suspicions.

 ***O*O*O***

"If aliens fake an alien crash and an alien pilot," the Doctor continued to lecture the room, having barely stopped for a breath since he'd began, "What do they get?" he paused as realization slowly dawned on him, "Us. They get us. It's not a diversion, it's a trap,"

 ***O*O*O***

"Ooh!" a smug feminine voice said from the doorway of the Cabinet room and the four that were standing staring down at the body of the Prime Minister turned to face the heavily set woman, "Has someone been naughty?" she practically crooned as she shut the door behind her.

"That's impossible!" the man stated as he stared at the woman, "He left this afternoon. The Prime Minister left Downing Street, he was driven away!"

The woman smiled mockingly, "And who told you that? Hmm?" she walked towards him stroking some of her short hair back off her forehead, "Me," she purred at them slowly reaching for her hairline… enjoying the horrified and aghast looks she was receiving.

 ***O*O*O***

"This is all about us," the Doctor continued to put it together, "Alien experts, the only people with knowledge how to fight them gathered together in one room," one of them farted loudly and the Doctor raised his eyebrows at the man and levelled a pointed look at him, "Excuse me, do you mind not farting while I'm saving the world?"

"Would you rather silent but deadly?" the man whose tag labelled him as Joseph replied smug before he and the General began sniggering.

The Doctor stared at them a sinking feeling settling in his stomach watching as the General removed his hat, before finding a zip on his forehead while Joseph laugh manically.

The Doctor continued to stare transfixed with aw and curiosity despite himself as he stared at the green alien wiggled out of the skin suit he'd been wearing.

"We are the Slitheen," the revealed alien declared to the room of astounded alien experts.

 ***O*O*O***

Inside the Cabinet room the alien that had been wearing the body of Margaret did much the same to the horror of the four humans in the room. She roared in delight as she easily grabbed Indra by the throat lifting him off the ground and pinning him up against a wall as she strangled him, enjoying the scent of terror coming from the humans as they stared frozen stiff…

 ***O*O*O***

"Thank you all for wearing your ID cards," the alien wearing the skin of Joseph told them as he slipped a control button from his pocket, "They'll help to identify the bodies," he pressed the button and cackled as they all lit up with electric blue light sending them convulsing.

The Doctor fell to his knees with a gasp of pain. His body beginning to shake with convulsions… the sound of the Slitheen's laughter in his ears…


	5. Chapter 5 World War Three

**Disclaimer:** I don't own Doctor Who. Just my o/c Sophie.

 **A/N:** Thank you everyone who followed/favourited and reviewed last chapter. And to **Maethoriel Artemis** for helping me out again.

 **CHAPTER 5**

 **World War Three**

Sophie swallowed thickly, horrified as she watched the man slowly die in front of her. Her mind spinning… her hands clenching into fists at her sides… fear, panic, her pounding head… as she fought to keep her companions out of her head plus the alien who seemed to be taking a savage pleasure in killing the terrified man, if the taste she was getting from her thoughts was anything to go by.

Her jaw clenched tightly and then her legs were moving… she didn't even know when she'd given them permission to move…

She seized the office chair and with an angry battle cry brought it down against the back of the green almost frog-like alien's head forcing her to drop the man as she fell to the floor with a heavy thump. Sophie dropped the chair panting.

Rose and Harriet stared at the brunette wide-eyed shock reflected in their eyes, "Uh, Soph?" Rose started uncertainty as the brunette stared down at the alien and the man that had yet to get back up.

"He's gone," Sophie murmured sadly, her hands trembling slightly.

"Soph, are you ok?" Rose tried again, wanting to move towards her friend, but her feet seemed glued to the carpet.

Sophie raised her eyes to look at her, "Yeah…"

Harriet opened and closed her mouth a couple of times, before finding her voice, "She-She doesn't look like she had that in her," she gaped.

"Yeah, well. Soph's amazing," Rose replied with a grin at the brunette. The petite girl had proved that more than once as far as the blond was concerned.

Sophie glanced back down at her hands a little contemplatively, "I guess… I was a little angrier than I thought," she muttered, more than a little surprised at herself.

Rose sniggered more at the look on her friends face more than anything, before she froze as the alien began to pick herself up, "Sophie!" she warned…

 ***O*O*O***

The Doctor reached up and tore the ID card from around his neck, before he staggered sweating to his feet. His blue eyes hard as he stared at the Slitheen, "Deadly to humans, maybe," he rasped before he lunged forward and pressed the ID into the alien electrocuting not just one but both of them.

He made a dash for the door as the Slitheen howled in pain as the current that had killed the humans coursed through them agonizingly.

 ***O*O*O***

Sophie glanced back at the alien her eyes wide, fear making her freeze… only for the alien to suddenly start convulsing in pain as electricity coursed through her.

"Move!" she ordered, more to herself then the others, but it worked on them just the same as they headed swiftly for the door. Rose's hand slipping into Sophie's on instinct as they hurried out of the door.

"What about…" Harriet began.

Sophie shook her head, "He's gone," she repeated. She'd gotten nothing from him… no inkling that his mind was still there… she hadn't moved fast enough to save him.

"But?" Harriet protested, uncertain as to how the younger woman could be so sure.

Rose shot the other woman a look, "If Soph said he's gone. Then he's gone. I'm sorry," she apologized assuming that the woman had known him.

"Me too," Sophie murmured, the three continuing to move at a quick clip away from the room the howling alien was in.

 ***O*O*O***

The Doctor ran into the reception area where security had congregated, "Oi!" he shouted drawing their attention, "You want aliens, you've got them. They're inside Downing Street," he clapped his hands together, "Come on!" he insisted before he turned and hurried back the way he came the security guards following close behind, their guns at the ready.

 ***O*O*O***

"No, wait!" Harriet cried, causing Rose and Sophie to jerk to a sudden halt. The two looking at her a little incredulously, "They're still in there! The emergency protocols! We need them!" she exclaimed before she ran back down the corridor.

"Oi! No!" Rose called after her even as she and Sophie moved to chase after the woman that was now moving back towards the homicidal alien.

The three skidded to a halt as the green alien, no longer inhibited by the electricity that had struck her came into view, moving towards them. They wasted no time in swiftly changing directions again, Sophie taking hold of Harriet's hand to keep the woman with them as they ran across a hallway, Rose shut the door behind them in the hopes of hindering the perusing alien, before the three hurried on.

The sound of a loud crash as the female alien smashed through the solid wood with ease dashing those hopes and spurring the three to move faster. They dashed into a room and swiftly closed that door to for what little protection it could offer before they hurried on making a beeline for the door at the opposite end.

 ***O*O*O***

In the conference room, the Slitheen that was wearing the skin of Joseph was making the finishing touches to the skin of General Asquith. The two disguised aliens froze as the Doctor and the security guards entered the room.

"Where've you been?" Joseph demanded to know as he recovered.

The security spread out as they began to check the fallen bodies of the experts that had been called in, checking for any signs of life.

"I called for help," Joseph continued, weaving his lie, "I sounded the alarm. There was this… lightening! This kind er… um… electricity, and they all collapsed!"

"I think they're all dead," the Sargent of the squad said.

"That's what I'm saying. He did it!" Joseph accused pointing a finger at the Doctor, "That man there!"

"I think you'll find the Prime Minister is an alien in disguise," the Doctor replied calmly only to receive sceptic looks from the room. He looked at the security guard that was standing next to him, "That's never going to work, is it?"

"Nope," the security guard replied calmly.

The doctor nodded, "Fair enough," he sighed, before he turned and sprinted off before any of them could make a move to grab him.

The security team lost no time in giving chase however and soon the Doctor found himself surrounded despite his head start. He raised his hands with a grin.

The Slitheen wearing the General pushed himself to the front, his eyes gleaming in sadistic triumph as he stared at the Doctor, "Under the jurisdiction of the Emergency Protocols. I authorize you to execute this man!" he ordered and the security guards levelled their guns at the Doctor.

"Uh, well, now, yes," the Doctor stalled them, "You see, eh… the thing is… if I was you. If I was going to execute someone by backing them against the wall, between you and me, little word of advice…" his grin widened as the lift behind him pinged and the doors opened, "Don't stand them against the lift!" he crowed as he smoothly leapt back into the lift and closed the door with a quick buzz of his sonic screwdriver.

 ***O*O*O***

Rose, Sophie and Harriet raced passed a closed elevator and on down the corridor, the alien hot on their heels. Rose practically slammed into a door, her hand jerking at the handle only to find it locked.

Behind the three the elevator door dinged open and the Doctor stared at the angry Slitheen that was roaring at him, "Hello," he said calmly and then groaned internally as he spotted Rose, Sophie and a third woman sneak down a corridor behind the Slitheen and swiftly out of sight. Of course, they were still here and in trouble! He swiftly soniced the doors closed and sent the lift into motion again.

 ***O*O*O***

The three women ran into a room, immediately heading to the only other door only to find it locked, "Hide!" Rose hissed terrified and took off across the room in search, but really the room was beautiful… but, it wasn't one anyone would choose to try and hide in!

Harriet moved behind a set of window screens, whilst Rose ducked behind a cabinet. Sophie grimaced at the choices available before she slipped behind the left side of a set of curtains… it was a poor spot, but it was better than remaining out in the open.

Rose blinked at the spot Sophie had disappeared, suddenly wondering why she hadn't thought of that and wondering if she had time to hide behind the right side…

She was still thinking about it when the alien entered… her voice taunting, "Oh such fun! Little human children… where are you? Sweet little humeykins… come to me… let me kiss you better…"

Rose couldn't sit still any longer and bolted as quickly and as quietly as she could to the curtain. Her terrified gaze meeting Sophie's from across the window…

"Kiss you with my big, green lips," Margaret let out a hiss as she tasted the air…

 ***O*O*O***

The Doctor ran down a flight of stairs, hearing the Sergeant barking his orders in the distance as he hurried towards a doorway. He jumped back and into a small nook next to the door however as he heard the lift ping. His gaze landing on two of the Slitheen as they walked by his hiding spot.

"We'll keep this floor quarantined as our last hunting ground before the final phase,"

He waited until the two were out of sight before he slipped out of the nook and hurried through the door.

 ***O*O*O***

Sophie squeezed her eyes shut tightly as she struggled to remain still and not shift the curtain and give away her position. Fear making her heart pound and sweat was beading on her temples as her head pounded almost in the same rhythm… the fearful thoughts that were battering against her barriers taking its toll… hell the entire day was taking its toll… and then there was the mind of the alien… it was hot yet cold and angry and as sharp as a jagged knife against her own…

She flinched, her eyes flying open in horror as she felt two more very similar minds approach the room and then the door was opening and closing. _'Well crap…!'_

"My brothers," the female greeted them.

"Happy hunting?" they heard one of them respond. Sophie's gaze met Rose's again as they quelled the natural urge to run and blow what little cover they had.

"It's wonderful. The more you prolong it, the more they stink,"

"Sweat… and fear," the third said as he scented the air. Harriet's mouth dropped open in horror as she realized that hiding was useless.

"I can smell an old girl… stale bird… brittle bones…"

"And a couple of ripe youngsters. All hormones and adrenaline. Fresh enough to bend before they snap," the female's voice getting closer to the curtains where Rose and Sophie were hiding and then the curtains where being pulled aside revealing them to the aliens.

They screamed… and Sophie felt her barriers give way under the onslaught of all the minds in the room and her grasp over her control slipped in with her own spiking fear…

"No! Take me first!" Harriet exclaimed as she jumped from her hiding spot drawing the alien's attention, "Take me!"

The door crashed open and the Doctor blasted the male Slitheen with the fire extinguisher he'd picked up during his run through the building to find them, "Out with me!" he shouted at his companions.

Sophie stumbled into a run, her mind in chaos as she attempted to get a grip on herself again whilst not taking her attention from the room. Rose pulled the curtain down on top of the female alien before she swiftly followed after Sophie to join the Doctor.

The Doctor glanced over at the third woman that was standing on his other side, "Who the hell are you?"

"Harriet Jones, MP for Flydale North," she responded.

"Nice to meet you," the Doctor said with a small nodded his attention focusing back on the Slitheen

"Likewise,"

The Doctor blasted the fire extinguisher at the Slitheen again, before the four turned and ran out the door, "We need to get to the cabinet rooms!" the Doctor informed them ditching the now empty extinguisher.

"The emergency protocols are in there! They give instructions on aliens!" Harriet said relieved that they'd be able to grab them.

"Harriet Jones, I like you," the Doctor decided.

"And I like you too," the woman reciprocated and the four ran on… the Slitheen chasing them persistently.

The Doctor bypassed a locked door with his sonic screwdriver, throwing the door open and rushing through. His free hand coming down to grip Sophie's to make sure that she continued to keep up with them… his gaze sliding over her again… she wasn't looking the best… but they couldn't stop just yet! Still, he couldn't help but be concerned and so, he prodded her consciousness as gently as he could as they continued to run… withdrawing quickly as he brushed up against the flimsiest film that couldn't even be called any kind of protection and the sense of pain and horror there.

He internally flinched as he realized that what little barriers she had around her mind must have broken.

His hand tightened around hers… he once again had no time… couldn't pause to help… if the stubborn little enigma would even let him… but he did tuck his mind away tighter behind his shields. It was the only thing he could do for her, but he feared it would do little, if anything. The building was hardly empty or calm.

They made it into the cabinet room, with no time to close the door on their pursuers the Doctor dropped Sophie's hand and snatched up a glass decanter of port, brandishing it at the aliens as they slowly stalked towards them. He held his sonic screwdriver against it and stared them down with confidence, "One more move and my sonic device with triplicate the flammability of this alcohol. Whoof! We all go up. So back off!" he warned them.

The three paused in their advance blinking their round black eyes at the humans as they waited.

"Right then. Question time. Who exactly are the Slitheen?"

"They're aliens," Harriet stated.

"Yes. I got that, thanks," The Doctor responded with sarcasm.

"Who are you, if not human?" the Slitheen who'd been wearing Joseph asked.

Harriet started a little, "Who's not human?"

"He's not human," Rose answered.

"He's not human?" Harriet parroted it back as a question surprised.

Sophie grimaced at the two, "Is that really important right now?"

"Can I have a bit of hush?" the Doctor grumbled at them.

"Sorry," Harriet apologized.

The Doctor turned his full attention back to the Slitheen, "So, what's the plan?"

"But, he's got a Northern accent," Harriet couldn't help herself.

"Lots of planets have a North," Rose repeated what the Doctor had told them when she'd asked the same question.

"Honestly," Sophie muttered and flinched at herself. She hated this feeling… hated how long it took her to rebuild any kind of reliable barrier to ward off the thoughts of others… and right now, it seemed it was making her irritable… which really wasn't helping her concentration any.

"I said hush," the Doctor shushed them again, "Come on," he waved the port threateningly at them, "You've got a spaceship hidden in the North Sea. It's transmitting a signal/ you've murdered your way to the top of the government, what for? Invasion?"

"Why would we invade this God forsaken rock?" Joseph scoffed.

The Doctor frowned at them, "Then something's brought the Slitheen race here, what is it?"

"The Slitheen race?" Asquith questioned.

"Slitheen is not our species. Slitheen is our surname. Jocrassa Fel Fotch Pasameer Day Slitheen at your service," Joseph introduced himself smugly.

"So, your family," the Doctor said as his mind raced with the possibilities, trying to fit all the pieces together.

"It's a family business," the newly introduced Jocrassa stated.

"Then you're out to make a profit. How can you do that on a 'God forsaken rock'?"

"Ahhh… excuse me? Your device will do what? Triplicate the flammability…?" Asquith asked suspiciously.

"Is that what I said?" the Doctor queried evasively.

"You're making it up!" Asquith growled in annoyance at having been fooled.

The Doctor shrugged and lowered his arms, "Ah, well! Nice try. Harriet, have a drink. I think you're gonna need it," he offered her the port.

"Pass it to the left first,"

"Sorry," he handed it to Sophie.

Sophie crinkled her nose at it. She wasn't a fan of port… and even if she did… it'd just make it harder for her focus on building up her barriers which were still pitifully weak and the Slitheen's minds weren't helping… they felt like barbed wire scrapping against her consciousness. She couldn't decide if that was better than the jagged knife the females had felt like earlier.

"Now we can end this hunt… with a slaughter," Asquith declared with an anticipatory flex of his claws.

Rose swallowed thickly, "Don't you think we should run?" she asked nervously as the Slitheen began to shuffle towards them.

"Fascinating history, Downing Street. Two thousand years ago, this was marsh land. 1730, it was occupied by a Mr. Chicken. He was a nice man. 1796, this was the cabinet room – if the cabinet's in session and in danger, these are about the four most safest walls in the whole of Great Britain," the Doctor pressed a button that was hidden near the door, "End of the lesson," he stated as every possible entry point into the room was barricaded by thick metal shutters.

The Doctor grinned as he turned to face Sophie, Rose and Harriet, "Installed in 1991. Three inches of steel lining every single wall. They'll never get in,"

"And how do we get out?" Rose asked a little dubiously.

The Doctor paused his grin fading as he glanced about, "Ah… well about that,"

Sophie collapsed into one of the chairs setting the decanter she'd been given back down on the table, "Trapped lovely," she muttered under her breath as she massaged her temples in slow deliberate circles. Gods her head hurt!

The Doctor moved towards her, "Annie-Girl,"

She glanced up at him, "It's not important," the Doctor levelled her with a look that clearly disagreed with her assessment, "I'm working on it," she adjusted her statement… only for the Doctor to continue levelling the same look at her. Which had her irritation flaring, "Look, do we really have time for this right now?" she asked aggravated… flinching as her slowly building barriers wavered at her flare of emotion challenged her concentration.

"I'm making time," the Doctor told her firmly, his expression softening at the pain that flickered across her face.

Rose nodded her agreement, "Yeah, it's not like we're going anywhere,"

"I'm sorry," Harriet spoke up a little hesitantly, "Is something wrong with her?"

"She's fine," the Doctor replied quickly as Sophie visibly tensed, her eyes flashing to his in a panic, pain flickering more noticeably across her face again and her brow furrowed further.

Rose rolled her eyes at the Doctor's attempt at a lie, "Soph… gets headaches," she covered for her friend far more believably… her gaze settling back on her friend with obvious concern. She didn't know exactly what had happened… but it wasn't too hard to take a guess.

"Ah," Harriet murmured dubiously… the two looked far too concerned for a something like a headache. She was sure there was something else going on, but then… it wasn't any of her business.

The Doctor hunkered down so that he could be level with the seated Sophie, his voice quiet now so that his words wouldn't carry over to Harriet… Rose found herself creeping closer, wanting to hear what was happening.

"I can siphon off some of the pain… block the receptors really," he corrected himself, "I'd have to touch your temples though,"

Sophie blinked at him a little blearily, flinching slightly at his warning about having to touch her skin… the idea of being hit with a vision now frankly nauseating… hell she feared if she got one she'd pass out cold. Not something she fancied doing with homicidal aliens after them, "Would… would you really have to touch my skin?" she asked carefully.

The Doctor breathed out a sigh of relief that he hadn't been met with an outright rejection this time, "Yeah, I'd need the contact for it to work," he admitted giving her an apologetic look, following her line of thought.

Sophie puffed out a low breath. It was so tempting! Without her headache from the very depths of hell she'd be able to focus more on her barriers, have them up so much quicker… but if she got even a small vision… even just a flicker of something. She truly believed that she'd pass out and be a deadweight.

Not that she thought that they'd go off without her or let anything happen to her… but the idea of being defenceless whilst the Slitheen family was attempting to kill them wasn't a comforting one plus she could at least do something to help out whilst she was awake. The pain didn't make her an invalid just made thinking and rebuilding her barriers a frustrating chore. She chewed her lower lip anxiously, but there was the chance that she wouldn't see a thing…

She blinked a little stunned as something in her thoughts made her pause in realization. Trust, she had no idea if it was only a little or a lot but somewhere along the way she'd started to trust the mad old alien… horrible flying skills and all.

It was completely barmy! She hardly knew him… it made every survival instinct she'd learned in the orphanage want to balk in denial! Trust had always been dangerous… a sure way for her to get hurt. She'd learned that early and yet...

It felt kind of natural to trust him. He and Rose both, had done more for her in the short amount of time that had passed for them since this whole thing had started, back when killer mannequins had been the strangest thing she'd seen, then anyone else had in twenty-three years.

Ok… so maybe it was only a little bit of trust if it was making her that nervous… but it was there and it was enough for her thoughts to finally stop circling… and her lips curved upwards in a slightly shaky smile as she met his gaze.

"Later," she decided regretfully, "If your touch gave me one now… I'd probably pass out, and I'd really like to avoid that," she explained her hands clenching together on her lap nervously.

Rose frowned slightly as she strained her ears slightly to hear what they were saying… get one of what now? That made little to no sense, but the Doctor seemed to understand what she was saying. But something to do with skin-to-skin contact? That'd explain the gloves and jacket… but why would she pass out?

"But, later… I'd like – I'd like to accept your offer," she stuttered over the words slightly.

The Doctor stared for a moment unsure he'd heard her correctly, before he grinned, "That's fantastic!" he beamed ecstatically.

Rose grinned as well. It was about time!

"I'm sorry. But just what is fantastic about this situation?" Harriet asked as she eyed them like she was wondering if they were completely sane.

The Doctor tugged at his ear, "Ah… right yes… to work," he rambled as he straightened up and stepped away from Sophie.

Rose shook her head in amusement at the Doctor, smiling brightly at Sophie a moment longer.

"Oh," the Doctor exclaimed sadly as he looked down at the dead body of the man who'd given him his ID badge, drawing the attention of the three women back to him.

A short while later the Doctor strode back into the cabinet room after having tucked the body away into a cupboard, making his way over to where he'd left Sophie and Rose. A morose Harriet trailing him solemnly, regretting that she'd never taken the time to simply ask the mans name.

"Right, what have we got?" the Doctor asked, "Any terminals?" they shook their heads, "Anything?"

"No. This place is antique," Rose stated, before pinning the Doctor with a curious look, "What I don't get, is when they killed the Prime Minister, why didn't they use him as a disguise?"

"Good point… you'd think he'd be the most lucrative to impersonate," Sophie agreed thoughtfully.

He shrugged, "He's too slim, they're big old beasts, they need to fit inside big humans," the Time Lord explained.

Rose crinkled her nose in confusion, "But the Slitheen are about 8 feet, how do they squeeze inside?"

"That's the device around their necks, compression field, literally shrinks them down a bit. That's why there's all that gas, it's a big exchange,"

"Wish I had a compression field, I could fit a size smaller," Rose attempted to joke.

"Timing Rosie," Sophie sighed as Harriet's mind flared against her slowly strengthening but still tentative barriers.

"Excuse me, people are dead, this is not the time for making jokes!" Harriet reprimanded.

Rose had the grace to look a bit sheepish, "Sorry…" she apologized, "You get used to this stuff when you're friends with him," she murmured and gestured towards the Doctor as he scanned the walls of the room with his sonic screwdriver.

"Well, that's a strange friendship," the woman muttered.

"Harriet Jones. I've heard that name before, Harriet Jones. You're not famous for anything, are you?"

Harriet stared at him surprise, "Huh! Hardly,"

"Rings a bell, Harriet Jones…" the Doctor muttered to himself. There was something about that name that was familiar. He just couldn't place it…

"Lifelong back bencher I'm afraid, and a fat lot of use I'm being now. The protocols are redundant, they list the people who can help and they're all dead downstairs," Harriet sighed.

"Hasn't it got like, defence codes and things? Couldn't we just launch a nuclear bomb at 'em?" Rose asked.

Harriet stared nonplussed, "You're a very violent young woman… the both of you are,"

The Doctor raised a brow, "Why? What'd Annie do?"

"She beat one of those Slitheen aliens with a chair," Harriet responded.

"It was one hit," Sophie grumbled.

Rose grinned, "And it was awesome,"

The Doctor stared at the small brunette surprised, "Right… no more waving the chairs about got it? They don't deserve the abuse,"

"Wasn't planning on it," Sophie muttered, flushing slightly as she stared down at her hands embarrassed. She still really didn't know where that had come from.

"Seriously though, we could!" Rose stated, bring the conversation back round.

"Well, there's nothing like that in here," Harriet told them, "Nuclear strikes do need a release code, yes, but it's kept secret by the United Nations,"

The Doctor paused in his scanning of the mantelpiece, "Say that again," he demanded.

"What about the codes?" Harriet asked as she wondered what she'd said.

"Anything. All of it,"

"Um, well… the British Isles can't gain atomic weapons without special resolution from the UN," Harriet rattled off.

"Like that's ever stopped them," Rose muttered.

"Exactly, given our past record, and I voted against that, thank you very much. The codes have been taken out of the governments hands and given to the UN," Harriet paused looking at the Doctor who appeared to be deep in thought, "Is that important?"

"Everything's important," he replied.

"If only we knew what the Slitheen wanted. Listen to me, I'm saying 'Slitheen' as if it's normal," Harriet muttered, really she'd never thought that the day would end up being so strange when she'd gone about her plans for the day.

"What do they want though?" Rose asked.

"Well, it's just one family so it's not an invasion. They don't want Slitheen world… they're out to make money, which means they want to use something, something here on Earth… some kind of asset," the Doctor pondered.

"Like what? Gold? Oil? Water?" Harriet suggested in quick succession.

"You're very good at this,"

"Thanks," Harriet said rather pleased.

"Harriet Jones why do I know that name?" the Doctor muttered to himself, stilling thinking… and coming up frustratingly empty.

' _Trade…'_ Sophie thought, pondering on it.

' _You're projecting,'_ the Doctor warned her gently.

Sophie grimaced a little, _'Sorry,'_ there was a short silence that left her wondering if she hadn't managed to 'project' the apology to him then he 'spoke' again.

' _Did you get anything from them?'_

' _Just something about trade…'_ Sophie shrugged a little hopelessly, _'Sorry. Their minds felt… harsh… and their thoughts were hard to get a grip on. And I was more trying to avoid hearing them. Their minds felt awful,'_

The Doctor grimaced in sympathy, without any proper protection and her control collapsing he was sure that they did, _'I'm sure they did,'_ he took note of the pain that flickered across her face and he pulled back from the conversation. Right, he shouldn't be encouraging telepathic communication. It wouldn't be helping her mind settle.

Rose stared at the Doctor and Sophie, she could see that they were doing some kind of telepathic communication thing and she couldn't help but feel irritated by it. Couldn't they share with the class? She blew out a breath irritation shifting a little as she supposed that perhaps it wasn't about the aliens and something more personal… and watching them at it was kinda cute.

Her phone chimed distracting her, "Oh! That's me," she exclaimed the sudden noise taking her by surprise. She pulled it from her pocket.

Harriet stared once again confused, "But we're sealed off, how did you get a signal?"

"He zapped it," Rose replied with a shrug, "Super-phone,"

"Then we can phone for help!" Harriet cried as she turned her attention back to the Doctor, "You must have contacts,"

"Dead downstairs, yeah," the Doctor replied and Harriet's face fell.

"It's Mickey," Rose told them as she entered into the text.

The Doctor rolled his eyes, "Oh, tell your stupid boyfriend we're busy," he grumbled. Really, they were trying to save the world and she was chatting with her boyfriend!

Rose shot him an annoyed look, but smirked, "Yeah, he's not so stupid after all," she declared as she showed him the image of a Slitheen in her kitchen that he'd sent her.

 ***O*O*O***

Mickey walked cautiously into his bedroom, checking around the door first just in case, his phone pressed to his ear as Jackie followed him.

"No, no, no, no, no, not just alien, but like, proper alien. All stinking, and wet, and disgusting. And more to the point, it wanted to kill us!" he exclaimed to Rose.

"I could have died!" Jackie called loud enough to be heard on the other end of the line and Mickey gestured at her with a vehement motion.

 ***O*O*O***

"Is she alright, though?" Rose asked concerned beginning to pace, "Don't put her on, just tell me," she added. They didn't have time for her to be listening to one of her mum's frantic talks, "Oi!" she grumbled when the Doctor snatched the phone from her and put it to his own ear, ignoring her glare.

"Is that Ricky? Don't talk, just shut up and go to your computer," he ordered.

Mickey glared petulantly at the wall, wishing the Doctor could see it, "It's Mickey," he corrected irritably, "And, why should I?"

"Mickey the Idiot, I might just choke before I finish this sentence, but eh, I need you," the Doctor said his expression pained as he forced the words out.

Behind him Rose shared a smile with Sophie, who was finally starting to get some colour back in her cheeks, though her blue eyes where still dull and distant as she focused heavily... her barriers finally starting to feel like they were stabilizing.

A couple of moments later Mickey was set up I front of his laptop and the Doctor was plugging the mobile into conference call speaker, "It says password,"

"Say again," the Doctor said, having missed half of the sentence as he moved the phone around.

"It's asking for the password," Mickey responded.

"Buffalo, two F's and, one L,"

"So, what's that website?" Jackie asked as she set two mugs of tea down on the computer desk Mickey was sitting in front of.

"All the secret information known to mankind," Mickey responded, "See they've known about aliens for years, they just kept us in the dark,"

"Mickey, you were born in the dark," the Doctor quipped.

"Oh, leave him alone," Rose reprimanded, shooting the Doctor a somewhat unimpressed look.

"Thank you," Mickey said gratefully, "Password again,"

"Just repeat it every time,"

Sophie blinked stunned at that… really? The same password? National security at risk… and the same password… nope she wasn't going to think about it. She really wasn't. As long as whatever it was the Doctor was trying to achieve worked she'd just go with it.

Mickey handed over the mobile to Jackie as he moved to type the password in again.

The Doctor drummed his fingers against the back of a chair, "Big Ben, why did the Slitheen hit Big Ben?" he thought out loud.

"You said to gather experts to kill them," Harriet recalled.

"That lot would have gathered for a weather balloon, you don't need to crash land in the middle of London," the Doctor stated dismissively.

"The Slitheen were hiding, and then they put the entire planet on red alert, what would they do that for?" Rose asked.

"Shock factor?" Sophie suggested with a small shrug. Their display had sent the world scrambling.

"Oh, listen to her," Jackie bemoaned almost talking over Sophie as the older woman listened to her daughter. She'd never heard her talk like that before!

"At least I'm trying!" Rose retorted with a glower in the phones direction, rather affronted at her mum's tone.

"Well, I've got a question if you don't mind. Because since that man walked into our lives, I have been attacked in the streets. I have had creatures from the pits of hell in my own living room, and my daughters disappeared off the face of the Earth,"

"I told you what happened," Rose protested feebly.

"I'm talking to him," Jackie said determinedly, "Cause I've seen this life of yours, Doctor. And maybe you get off on it. And maybe you think it's all clever and smart, but you tell me. Just answer me this – is my daughter safe?"

"I'm fine," Rose protested again as the Doctor remained silent, staring at the phone intently.

"Is she safe?" Jackie persisted, "Will she always be safe? Can you promise me that?"

The Doctor tore his gaze from the mobile to glance up at Rose… before it flicked to Sophie… he couldn't promise that. He wished that he could, but… he'd be lying. He couldn't always insure Rose's safety, just like he couldn't always insure Sophie's.

He'd try. He would always try his best to see that his companions remained safe… but as much as he would like there to be. There was no guarantee…

"Well, what's the answer?" Jackie prompted impatiently as the silence stretched to long for her.

Before the Doctor was forced to try and find an answer for the woman the sound of the phone changing hands came through the speaker and then Mickey's voice, "We're in,"

Relieved that he had an excuse to avoid giving an answer, the Doctor rushed around the table, "Right then, on the left, there's a tab, an icon, little concentric circles. Click on that," the Doctor instructed.

Almost immediately a strange sound came through the speaker.

"What is it?" Mickey asked.

"The Slitheen have got a spaceship in the North Sea and it's transmitting that signal, now hush, let me work out what it's saying," the Doctor shushed him as he listened intently to the sound.

"He'll have to answer me one day," Jackie said morosely only to be hushed by Mickey.

"It's some sort of message," the Time Lord muttered.

Sophie frowned disquietedly… a message? She worried her lower lip as for the first time that she could remember she wished that she'd heard more… had tried to hear more whilst her barriers were gone… despite the feel of them that had made her want to recoil on instinct. Instead, she'd only heard what they already knew.

"What's it say?" Rose asked drawing Sophie back out of her troubled thoughts. Her blue eyes snapping up to look at the Doctor intently as she waited for his answer with the rest of them.

"Don't know," he admitted with a little frustration, "It's on a loop, keeps repeating,"

A doorbell rang and the Doctor shot a glower at the phone as the noise broke his train of thought, "Hush!" he demanded irritated.

"That's not me," Mickey denied, before he spoke to Jackie, "Go and see who that is,"

"It's three o'clock in the morning," Jackie protested.

"Well, go and tell them that,"

"It's beaming out into space, who's it for?" the Doctor muttered ignoring the conversation going on at the other end of the line as he continued to listen to the signal.

The three women exchanged concerned looks.

"It's him! It's the Slickeen!" Jackie's sudden shout drew their full attention back to the phone.

"They've found us!" Mickey cried.

"Mickey, I need that signal," the Doctor said urgently… he almost had it. He was sure.

"Never mind the signal, mum just get out! Get out! Get out!" Rose shouted and when she felt Sophie's gloved hand slip into hers she clenched her hand about it gratefully, holding on for dear life as she stared at the phone.

Sophie winced a little at the tight hold on her hand, but she squeezed back, her eye also fixed on the phone as she waited anxiously to hear anything.

"We can't it's by the front door," Mickey told them, a cricket bat clenched in his hands as he sweated nervously.

"There isn't a back exit?" Sophie asked anxiously.

"No…" Rose whispered pained and her hand squeezed tighter about Sophie's.

"Oh, my God. It's unmasking. It's gonna kill us," Mickey panicked.

"There's got to be some way of stopping them!" Harriet exclaimed, "You're supposed to be the expert, think of something!" she demanded urgently.

The Doctor shot her an irritated look, yelling at him wasn't going to help! "I'm trying!"

The sound of the front door being smashed in had Rose rounding on the Doctor, "That's my mother,"

"Right! if we're going to find out their weakness, we need to find out where they're from – which planet," he stated urgently, "So, judging by their face and shape, that narrows it down to five thousand planets within traveling distance. What else do we know about them? Information!" he prompted them.

"Their green," Rose offered.

"Yep, narrows it down," the Doctor nodded.

"Uh, good sense of smell," she offered next.

"Narrows it down,"

"They could smell adrenaline," Rose tacked on.

"Narrows it down,"

"Um, when I hit one with the chair, it felt like it's musculature gave way and then bounced back," Sophie offered hoping that she'd put it into words well enough… really her first word that had come to her had been squidgy.

"Narrows it down,"

"The compression technology," Harriet chimed in.

"Narrows it down,"

"The pig pilot," Sophie added to the growing list, twisting her hands together nervously.

"Narrows it down,"

"The spaceship in the Thames, you said slipstream engine," Rose recalled, hoping she'd gotten the name right.

"It's getting in!" Mickey shouted.

"Oh! They hunt like it's a ritual," Rose exclaimed.

"Narrows it down,"

"Wait a minute! Did you notice, when they fart, if you'll pardon the word, it doesn't smell like a fart; if you'll pardon the word, it's something else, what is it, it's more like uh… um…" Harriet stumbled over her words as she struggled to place the smell with a word.

"Bad breath!" Rose jumped in.

"That's it!" Harriet agreed.

"Calcium decay! Now that narrows it down!" the Doctor enthused.

"We're getting there, mum!" Rose said as she turned back to the phone, and smiled at Sophie as the brunette squeezed her hand.

"Too late!" Mickey said making the smile drop from Rose's face and her hand tightened around Sophie's again as she chewed on her lower lip anxiously.

"Calcium phosphate, organic calcium, living calcium," the Doctor muttered as his mind raced, "Creatures made out of living calcium, what else, what else, hyphenated sodium, yes! That narrows it down to one planet! Raxacoricofallaapatorious!" he declared triumphantly.

"Oh yeah, great. We could write 'em a letter," was Mickey's sarcastic response just before the Slitheen finally kicked half the door down to finally fit through it enough to step through it.

"Get into the kitchen!" the Doctor ordered and was slightly gratified as neither argued and the sound of them moving swiftly came through the speaker, followed by the slamming of a door and things shifting as Jackie and Mickey tried to barricade the door a bit.

"My God, it's going to rip us apart!" Jackie whimpered.

Sophie squeezed her eyes shut briefly as she breathed a little shakily. She didn't want either of them to die. Jackie and Mickey had both been kind to her… even after the whole 12 months disappearance, either or both could have blamed her too. _'Oh, please don't die!'_

"Calcium, recombined with compression field, ascetic acid. Vinegar!" he shouted as it finally came to him.

"Just like Hannibal!" Harriet exclaimed.

"Just like Hannibal," the Doctor agreed, before talking to the phone again, "Mickey, have you got any vinegar?"

"How should I know?" Mickey shot back to scared and distracted by the alien that was trying to break into the kitchen to think clearly.

"It's your kitchen!" the Doctor said incredulously.

Rose bit back a groan at her boyfriend shaking off her own disbelief to yell, "Cupboard by the sink, middle shelf!" at the phone.

"Give it here!" Jackie demanded snatching the phone from Mickey, "What do you need?"

"Anything with vinegar!" the Doctor repeated, staring at the phone intently as the sound of cupboards opening reached them.

"Gherkins… yeah! Pickled onions!" she listed as she added them to a jug she'd pulled out, "Pickled eggs!" she cheered.

The Doctor looked at Rose, "You kiss this man?" he asked incredulously.

Rose grimaced a little, but remained focused as she waited for something to happen. All of them listening intently. The blond flinched at a loud bang, before it was followed by a quieter sound and then an explosion.

"Mum… Mickey?" Rose asked cautiously hopeful.

"We're here," Jackie replied slightly disbelieving as alien goo dripped down her cheek, "We're ok,"

The four breathed a sigh of relief and Rose released Sophie's hand allowing the brunette to stretch her fingers tentatively.

"Hannibal?" Rose asked.

Sophie only half listened as Harriet began explaining, remembering reading about Hannibal before as she followed the Doctor with her eyes as he opened the decanter and began sloshing a small measure of the liquor into four glasses.

"Really? What happened to too young?" she asked.

The Doctor shot her a cheeky grin, "Ah, exceptions to every rule,"

"Ah, of course," Sophie said with a small bemused shake of her head.

The Doctor nudged her and handed her a glass, "Besides, we've earned it,"

Sophie accepted it with a small nose crinkle the scent of the alcohol tickling her nose.

"Oh, well there you go then," Rose said in response to Harriet and stepped over to grab one of the glasses. Harriet doing the same.

The Doctor raised his glass in a silent toast to the moment, the women copying his motion.

Sophie took a cautious swallow of hers… only consuming a sip of the potent alcohol, before she set her glass down. Port really wasn't her drink.

Rose noticing that Sophie didn't want any more reached over and nabbed the glass.

"Oi!" the Doctor protested. Rose paused and looked over at him curiously, "You're too young," he grumbled.

Sophie couldn't help a small chuckle at that, evidently the Doctor's exception to the rule ended after a glass.

Rose stared at him a moment longer, before she rolled her eyes at him and downed the last of Sophie's glass in a single swallow, before she set it down with a defiant clack.

 ***O*O*O***

"Our inspectors have searched the sky above our heads and they have found massive weapons of destruction, capable of being deployed within 45 seconds,"

"What?" the Doctor muttered confused, all the relief from earlier sucked from the small group as they listened to Joseph make his press release through the phone.

"Our technicians can, baffle, the alien probes. But not for long. We are facing extinction. Unless we strike first. The United Kingdom stands directly beneath the belly of the mother ship. I beg the United Nations – pass an emergency resolution. Give us the codes! A nuclear strike at the heart of the ship is our only chance of survival. Because… from this moment on… it is my solemn duty to inform you… planet Earth is at war,"

The Doctor shook his head, "He's making it up. There's no weapons up there, there's no threat. He just invented it,"

Harriet looked at him somewhat alarmed, "Do you think they'll believe him?"

"They did last time," Rose muttered.

"If the world wasn't panicking before… they will be now," Sophie murmured as she clenched her hands into the material of her jacket to keep her from wringing them together.

The Doctor nodded, "That's why the Slitheen went for spectacle. They want the whole world panicking, because you lot, you get scared, you lash out,"

"They release the defence codes…" Rose trailed not even wanting to think about it.

"And the Slitheen go nuclear," the Doctor finished her sentence grimly.

"But why?" Harriet questioned.

"They want us to destroy ourselves," Sophie breathed as they followed the Doctor over to the metal shuttered door as things started to fall into place… what little she had gleaned about trade starting to make a horrible kind of sense… but she really hoped that she was wrong!

The Doctor pressed the button by the door and the shutters parted to reveal the Slitheen that had been waiting outside the door, Margaret back in her skinsuit in the lead.

"You get the codes, release the missiles. But not into space because there's nothing there. You attack every other country on Earth, they retaliate, fight back. World War Three, whole planet gets nuked,"

"And we can sit through it in our spaceship waiting in the Thames. Not crashed. Just parked. They'll be two minutes away," Margaret said smugly.

"But you'll destroy the planet, this beautiful place. What for?" Harriet demanded to know aghast.

"Profit. That's what the signal is beaming into space, an advert," the Doctor replied grimly.

"Sale of the century," Margaret shrugged smugly, "We reduce the Earth to molten slag, then sell it. Piece by piece. Radioactive chunks capable if powering every cut-price star liner and budget cargo ship. There's a recession out there, Doctor. People are buying cheap. This rock becomes raw fuel,"

' _No, no, no.'_ Sophie coached herself as her barriers wavered slightly against the grating feeling of the Siltheen minds that were putting a lot of pressure against her own. She didn't want to hear anything else from them… they knew now. She winced slightly at the smug gleeful taste of their thoughts that she was getting.

"At the cost of 5 billion lives,"

Margaret shrugged at him, a smirk playing along her lips, "Bargain,"

"I give you a choice: leave this planet or I'll stop you," he warned them.

The Slitheen laughed at the absurdity of his threat, "What? You?" Margaret sneered mockingly, "Trapped in your box?"

The Doctor stared at her not even slightly shaken by their disbelief, "Yes. Me," he replied and this time faced with his certainty… the cold hardness in the eyes of the Doctor, Margaret's laughter was tinged with nervousness as a sliver of worry wormed its way past her confidence.

The Doctor pressed the button again and the smirk slowly slid from Margaret's face as the shutters came up between them again.

 ***O*O*O***

"Alright, Doctor. I'm not saying I trust you, but there must be something you can do?" Jackie said into the phone with a great reluctance.

"If we ferment the port, we could make ascetic acid," Harriet suggested.

"Mickey, any luck?" Rose asked.

"There's loads of emergency numbers, they're all on voicemail," Mickey responded.

"Voicemail dooms us all," Harriet bemoaned.

"If we could just get out of here…" Rose said as she glanced around the room that was keeping them safe for the moment.

"There's a way out," the Doctor said from where he was leaning against a wall, his arms folded across his chest. His face set in a grim line. He really hadn't wanted to even bring it up… but they were running out of options, and time.

Rose spun to face him incredulous, "What?" she demanded, they'd been stuck here and there'd been a way out this entire time!

"There's always been a way out,"

Sophie stared at him quietly… she couldn't help but think that he wasn't talking about a door, or window…

"Then why don't we use it?" Rose demanded.

The Doctor pushed away from the wall, his gaze sliding over Sophie and Rose as he strode over to the table the speaker was resting on, "Because, I can't guarantee your daughter will be safe,"

"Don't you dare!" Was Jackie's immediate response., "Whatever it is don't you dare,"

"That's the thing, if I don't dare, everyone dies," the Doctor said solemnly.

"Do it," Rose said surprising the Doctor into looking up at her.

He slid his gaze over to Sophie to see her nodding in agreement, "You don't even know what it is, you'd just let me?" he asked them astounded.

"Yeah," Rose replied simply.

"Yep," Sophie agreed, glancing over at Rose as she nudged her arm and they shared a slightly nervous smile.

The Doctor stared at them surprised and astounded once again by his two companions.

"Please, Doctor. Please!" Jackie pleaded, "She's my daughter, she's just a kid!"

"Do you think I don't know that?" the Doctor snapped, pained by the decision that he had to make, "Because this is my life, Jackie, it's not fun, it's not smart, it's just standing up and making a decision because nobody else will,"

"Then what are you waiting for?" Rose asked, drawing the Doctor's gaze to them again.

"We've already made up our minds," Sophie murmured.

"I could save the world but lose the both of you," the Doctor said pained at the idea. His gaze moving from Sophie to Rose and back again. There was still so much he wanted to do… to show them. And he still hadn't fully figured out the mystery behind Sophie… still so much he didn't know about her… about the both of them and wanted to find out.

Rose glanced over at Sophie as the Doctor's eyes locked onto the brunette again and she smiled a little… the question popping up in her mind again if there was perhaps a bit more in the air between the two of them.

She glanced back at the Doctor thoughtfully… well, maybe on the Doctor's part, she had no clue about Sophie yet.

"Except it's not your decision, Doctor," Harriet spoke breaking the moment and garnering the attention of the room, "It's mine,"

"And who the hell are you?" Jackie snarled angrily through the phone.

"Harriet Jones, MP for Flydale North. The only elected representative in this room, chosen by the people, for the people, and on behalf of the people I command you. Do it," she ordered.

The Doctor looked back over at his two companions and grinned.

"So, how do we get out?" Rose asked as the Doctor opened the briefcase that contained the emergency protocols.

"We don't. We stay here," he replied as he pulled out the papers inside.

"So, what do we do from in here?" Sophie asked as the Doctor began to shuffle through the protocols.

The Doctor shot her a small smile, before grimacing in the direction of the phone, "We rely on an idiot,"

There was a moments silence than a vehement "Oi!" from Mickey.

The Doctor grinned, "Didn't say I was talking about you,"

"Oh… weren't you?" Mickey asked a little hopeful.

"No, your right I was," the Doctor replied grin widening.

"Stop it," Rose scolded, though her lips were twitching upwards.

"I think you need a course in friendliness too," Sophie muttered with a shake of her head.

"I make friends just fine," the Doctor retorted, they stared at him eyebrows quirked, "I've got the two of you, don't I?" he stated a little smugly.

Sophie blinked… then glanced at Rose… then back at the Doctor her own lips twitching upwards. Yeah, they couldn't really argue with that.

Finding what he needed the Doctor spoke to Mickey again, "Use the buffalo password, it overrides everything,"

 ***O*O*O***

Mickey glared petulantly at the phone for a moment before he did what was asked.

"What are you doing?"

"Hacking into the Royal Navy," Mickey responded with disbelief, "We're in," he spoke towards the phone again, "Here it is, uh… H.M.S. Taurean, Trafalgar Class Submarine, 10 miles off the coast of Plymouth," he read off the screen.

Behind him Jackie stood with agitation.

"Right, we need to select a missile," the Doctor said.

"We can't go nuclear, we don't have the defence codes," Mickey protested.

 ***O*O*O***

"We don't need it, all we need is an ordinary missile," the Doctor assured.

Sophie and Rose exchanged a look that was a slightly bemused and anxious mix of 'oh, my God' and 'he really is a crazy alien'.

"What's the first category?" he asked.

 ***O*O*O***

"Sub Haffoon, UGMA4A," Mickey read from the screen.

The Doctor nodded, "That's the one. Select," he ordered.

Jackie stepped up behind Mickey, "I could stop you," she threatened.

Mickey turned in his seat to look at her, "Do it then," he challenged.

"Ready for this?" the Doctor asked.

Mickey and Jackie stared at each other and when Jackie made no move to carry through, Mickey turned back to the computer, "Yeah,"

 ***O*O*O***

"Mickey the Idiot. The world is in your hands. Fire," The Doctor ordered again. They heard heavy breathing over the line.

"Oh, my God," they heard Jackie moan.

Harriet walked over to the shutters and gives them an experimental tap, "How solid are these?"

"Not solid enough," the Doctor answered, "Built for short range attack, nothing this big,"

Rose spotted a cupboard and nudged Sophie and nodded at it. They shared a look and then a little smile and nod, "Alright," Rose said as they began making their way towards it, "Now, I'm making the decision. I'm not gonna die, we're gonna ride this one out," she said as she pulled open the cupboard door.

Sophie immediately started to pull things out of it, more than happy to let Rose do the talking.

"It's like what they say about earthquakes, you can survive 'em by standing under a doorframe," Rose helped Sophie move things out of the cabinet, "Now this cupboard's small so it's strong," she paused just long enough to pin Harriet, who was the only one doing nothing, with a look, "Come and help us! Come on!"

Harriet, who'd been staring a little stupefied at them, hurried over.

The Doctor glanced over at them and grinned for a brief moment before turning his attention back to the phone he was standing by.

"It's on radar," Mickey finally said, "Counter defence 556,"

"Stop them intercepting it," the Doctor ordered.

"I'm doing it now,"

"Good boy," the Doctor praised.

"556 neutralized," Mickey informed him a short moment later and the Doctor ripped the mobile out of the speaker and hurried over to the cupboard as a fire alarm started blaring loudly throughout the building.

The four got into the cupboard, Sophie between Rose and the Doctor, their hands linking as they waited for the missile to hit the building.

"Nice knowing all of you," Harriet said before shouting, "Hannibal!"

The cupboard bounced around violently as the explosion rocked the building, the four inside doing their best to brace themselves against the severe shaking. Then it stopped as suddenly as it had started.

They glanced around at each other before the Doctor pushed the door open and the four peeked out into the wreckage as they slowly pulled themselves out of the cupboard.

"Made in Britain," Harriet exclaimed relief coursing through her that they'd actually managed to survive the blast.

The Sergeant ran over to them wide eyed, "Are you alright?"

Harriet flashed her ID card at him, "Harriet Jones. MP, Flydale North. I want you to contact the UN immediately, tell the ambassadors the crisis is over and they can step down. Go on, tell the news!" she ordered.

"Yes, ma'am," he saluted, before he hurried off to do as he was told.

Harriet turned to look at the Doctor, Sophie and Rose, "Someone's got a hell of a job sorting all this out. Oh, Lord! We haven't even got a Prime Minister!" she bemoaned.

The Doctor grinned at her, "Well, maybe you should have a go," he encouraged.

Harriet stared at him then laughed, "Me? I'm only a backbencher,"

"I'd vote for ya!" Rose declared.

Sophie nodded, "Me too," well, she would once the whole she'd been declared dead thing had been sorted… and who knew how long that'd take to be official.

"Now, don't be silly," she scolded lightly only to be grinned at. She shook her head at them, of all the strange ideas, "Look, I'd better go and see if I can help," she told them before she climbed over the rubble and headed for the crowd of people, "Hang on!" she shouted over at the crowd, "The Earth is safe! Sergeant!"

"I thought I knew the name," the Doctor declared garnering their attention again as they walked, "Harriet Jones, future Prime Minister. Elected for three successive terms, the architect of Britain's Golden Age,"

 ***O*O*O***

Sophie stood in the doorway of the room the Tardis had provided her with. Her eyes traveling over its contents… everything was as she'd left it… and the knickknacks that hadn't been there before were there now.

She stepped inside and went over to her dresser where just as they'd been at home a small snow globe with a snowman inside it and beside that at the same angle a slightly battered copy of The Hobbit by J.R.R. Tolkien sat.

She stroked a hand over the cover and smiled, before she raised her hand and placed it against the wall, "Thanks Sexy!" she murmured gratefully. She knew that they couldn't be the original items, but she'd happily accept the copies the Tardis was willing to provide her with. It was more then she'd been expecting.

The Tardis gave her a happy hum in return.

More than a little thrilled that she still had something that was hers… that she hadn't actually lost everything she'd ever possessed. That the Tardis had worked her wonders and had allowed her to keep her room and the very few items that she treasured. Sophie turned and left the room, carefully shutting the door behind her, and smiled at the door for a moment as she sent another mental grateful thank you to the Tardis, before she turned and moved back down the corridor and down the steps into the console room where the Doctor was still standing at the console.

He looked up at her with a grin, "All still there?" he asked.

"Yep – she's really amazing," Sophie said fondly and the Tardis hummed again, the lights in the room brightening cheerily.

"Yeah, she is," he agreed.

"So, it's all sorted then?" Sophie asked seeing as he wasn't busy moving about the console as he had been when she'd given into the urge to check on her room.

"Yep, dispersals sent out and is working to cancel out the Slitheen's advert as we speak,"

Sophie nodded, "Good, and that'll take?"

"A couple of hours," the Doctor replied, "Already called Rose, let her know we'll pick her up when it's done,"

"So… we've got some time," Sophie said a little awkwardly.

"Yeah, we do," the Doctor agreed, "We could get started on your telepathy shields… if you wanted?" he suggested, staring at her intently.

Sophie bit her lower lip and slowly nodded glad that he'd suggested it, "Yeah, I'd like that,"

The Doctor grinned, his slightly stiff posture relaxing. He'd been slightly worried that her acceptance had been a matter of the circumstances and she'd change her mind now that things had calmed, "Fantastic!" he exclaimed and moved towards the stairs.

Sophie followed, "So, how long is it going to take?" she asked as they began down the corridor.

"As long as it takes. Could take fifteen minutes, could take a few hours," he replied unconcerned.

"But you told Rose…" Sophie responded with a concerned frown.

"Annie-Girl, we're in the time vortex. We could spend days up here and still be back on Earth in only a couple of hours," he reminded with amusement.

"Right," Sophie said only a little dubious, he had only just landed them 12 months later than he meant to.

"It's your mind," the Doctor said seriously as they approached a door, "I haven't met a human with a telepathic ability like yours. So, we're not going to be rushing," he said as he opened the door.

Sophie nodded her agreement as she peered inside curiously, "What rooms this?" she asked taking in the bean bags scattered over the floor in one sections and yoga mats laid out in another.

"Meditation room," he said with a small shrug, pushing the door shut before he followed Sophie further into the room.

"We're going to need to mediate?" she asked.

"No, you won't need to… but you can if you want. Too much sitting still for me though,"

"I could do the sitting part. Never the clear my mind bit though. Too hard with all those minds trying to get into mine,"

"You've tried it?"

Sophie shrugged, "I thought it'd help..."

The Doctor nodded his understanding as Sophie plopped herself down on a Tardis blue beanbag. He kicked one so that it was close enough that she was in easy touching distance for when the need arose and plopped down onto it himself.

"So, what are we doing?" Sophie asked eyeing the Time Lord curiously and perhaps with a little anxiety and excitement at the idea of having better control.

"Talk first. You must have questions," the Doctor stated knowingly.

Sophie nodded, "Yeah, I s'pose I've got a couple," he gestured for her to go ahead. Sophie huffed out a soft breath. Like it was so easy to put words to what she wanted to know!

"How come I have so much trouble with it – I mean you're a telepath and you don't even seem to feel them at all?" Sophie finally asked, her voice a little hesitant.

"I don't," the Doctor replied, "At least not like you do. A person has to have a telepathic field for me to be aware of them at all. I only became aware of you when you reached out in that café, and I'd only become aware of those without a telepathic field if I deliberately reached for them,"

Sophie grimaced at the memory, "So… why do I?"

The Doctor sighed and tugged at his ear thoughtfully, "Couldn't tell you for sure," he admitted reluctantly.

"But there's a theory," she guessed.

He nodded, "I've mentioned before that humans aren't supposed to be telepathic… not on your scale. Minor telepathic fields have happened, but there basic, could maybe hear another telepath if they made contact with one, but not respond,"

Sophie stared at him as she listened, she did recall him mentioning something similar once before. Slowly she nodded when it became clear to her that he was waiting for a response.

"I _think,_ " he stressed the word, "It's a genetic mutation, a future possibility among a thousand others tucked away in the human races genetic code. It's just… too soon. It wasn't ready yet, so it hasn't worked out the kinks. Left out a few key parts in the coding," he explained.

Sophie frowned, "So… one day humans could be a telepathic race?"

"Thousands of years into the future, maybe… or maybe evolution will decide on something else," he enthused.

"So, the visions… is that a genetic mutation too?"

"It's possible… but I don't know yet. There's a lot more variables to consider," Sophie blinked as the Doctor launched into an explanation of the variables that he was taking into consideration and swiftly found herself lost in amongst terms that made no sense to her and others that did, but where flying by so fast she barely had time to grasp them before he was already talking about another.

The Doctor trailed off with a sheepish look, "I lost you, didn't I?"

"Yep. What I did catch was fascinating though," she assured and the Doctor grinned, "So, if my telepathy is a genetic mutation, what does that mean for getting control over it?"

"It means that you're lucky that you got me to help smooth over the cracks evolution left behind in its hurry," he stated smugly.

"And how are you going to do that?"

"I'll have to enter your mind. I won't have to go far, just brushing your outer consciousness really," he assured quickly.

Sophie nodded slowly.

"Once I'm there I'll help you to build up some actual shields that'll protect you from hearing everybody,"

"So, I won't have to fight 'em off any more?" Sophie asked cautiously hopeful.

The Doctor nodded, "You shouldn't even have to concentrate so hard like you do now," he grinned at the slightly awed look on her face as she contemplated the idea, "Hopefully, once there in place you'll be able to work from that and build upon and maintain them yourself,"

"And if I can't?" Sophie asked, her teeth sinking in her lower lip.

"Then we'll wind up in here every so often so I can help you to strengthen them again,"

"Really?"

"Of course. I said I'd help you and I meant it!" he said firmly.

Sophie flushed a little at the conviction in his voice and glanced away… it'd take some getting used to, having someone that wanted to help.

"Before we start I'll have to ask you to drop whatever it is your doing now to keep people out,"

She looked at him again a little alarmed at the idea, "But that'll,"

"It's just me and the Tardis up here in the vortex," he soothed, "I have excellent control and the Tardis won't overwhelm you either,"

"Anything else?"

"I'll have to touch your temples, to create a physical link,"

Sophie sighed, but nodded she'd been half expecting that. He had mentioned needing to touch her in the cabinet room in Downing Street, "Well, I shouldn't pass out now," she muttered.

"That's good," the Doctor acknowledged, "We wouldn't get very far if you did,"

"So… just get rid of them?" she asked a little nervous.

"Yep,"

Sophie let out a breath and cautiously stopped concentrating on her barriers, allowing them to just slip away, and then blinked as the Doctor's mind didn't immediately overwhelm her. If anything, he and the Tardis just felt brighter… much brighter.

She felt his mind brush gently against hers, not intrusive just a… if she had to put a name on it, just a warm… hello… and no thoughts, they were all safely tucked away… she grinned at him.

' _You ready?"_ he projected at her carefully highly aware that she was very open and exposed to all things telepathic.

' _I think so,'_ Sophie responded and nodded just in case she hadn't managed to project.

The Doctor reached for her and Sophie braced, his fingers brushed her temples and her eyes glazed over as she was hit with an image of what at first, she thought was a large pterodactyl, but actually didn't look much like them at all. It was a large bird though… a large alien bird type thing. And it didn't look friendly.

"Remember, you can't," the Doctor began when her eyes focused on him again.

"Tell you, I know," she assured.

"Imagine a door and tuck whatever that was and anything else you've seen behind it," he instructed.

"Wouldn't that be like the barrier?"

He shook his head in the negative, "Nope, that's just to prevent me from taking a quick peek," he said with a cheeky grin, "Ready?" he asked again and this time when Sophie nodded he slipped into her consciousness.

"Ooh… that feels kind of strange," Sophie murmured.

"It might a bit yeah – it'll pass," the Doctor replied.

"And that's you," Sophie breathed, her eyes wide with awe as she caught more than just the brief glimpse she'd gotten from on the other side of his shields.

"Yep!" he said with a grin.

"Your… wow…" Sophie stumbled over her words… really there weren't any to do the sheer expanse that was even just the tip of the Doctor's consciousness justice… and it was so… bright!

"Don't go wandering, you'll get lost," the Doctor teased.

"I wouldn't," she swore.

"I know," he agreed with a smile, "Now come on focus," he urged.

They fell into silence as the Doctor began on the foundations of what would become her shields, and Sophie focused intently on what he was doing.

"Oi!" the Doctor broke the silence a short while later, "Don't prod at it!"

"Sorry. It's kind of itchy,"

"Well, don't scratch at it either. You'll impede my progress," he shot her another small smile, "You can prod at it once it's finished,"

 ***O*O*O***

"There!" the Doctor exclaimed when he'd finished and carefully pulled his consciousness from hers, before lowering his hands from her temples, "All done,"

Sophie blinked, it felt so strange, the shields were there, but she wasn't forcing them to be… and they felt so different… so solid compared to what she'd managed to conjure on her own. She focused her eyes on the beaming Time Lord, "So, I won't be fighting off everyone's thoughts anymore,"

"Nope!" the Doctor agreed, "Probably barely even notice them with those, if at all. Modified them from what I've got so that they'd suit a human mind," he explained smugly… not feeling the need to tell her just how long it had taken him to work out just how he could do it. nope it was much more impressive if she didn't know.

"And I'll still be able to uh… hear and talk to people if I want to?"

"Yep! You'll have to learn how to work those shields a bit, but you'll be able to reach out if you want and we'll still be able to chat to each other,"

Sophie nodded excitement making her unable to wipe the grin off her face, "You'll have to teach me how to project properly… no more accidentally thinking at you… uh, please,"

The Doctor shrugged, "If you like," he agreed easily, "Though your clever, you'd figure it out on your own. You've got it half figured out already. We can practice around the Tardis," he offered.

He was taken a bit by surprise when a moment later Sophie was throwing her arms about him in a hug. His arms coming up automatically to return the embrace.

"Thank you! I mean it, thank you!" she said gratefully.

He grinned tightening his arms about her briefly, "You're welcome Annie-Girl," the Tardis made a ding sound and the two drew apart, Sophie's cheeks a little pink in embarrassment at having been so forward in her desire to express her gratitude.

"Ah dispersals done," the Doctor observed, before turning his attention back to Sophie, "We can wait a bit longer, let you get used to those shields a bit?"

Sophie shook her head, she was eager to see what it was like to not have everyone's consciousness trying to impose on her own, "Let's go get Rose!" she cheered and scrambled up out of the bean bag.

The Doctor quickly followed her, "Just one thing," he said as they moved towards the console room, "I don't care what that woman says… we're not staying for tea,"

Sophie blinked at him confused, "What?"

"Nothin'," the Doctor muttered, "Just, I don't do that," he said firmly and resolutely ignored the confused gaze of Sophie as he began moving about the Tardis console. He wasn't going to allow himself to be roped into dinner and an interrogation, he didn't care what Rose said… not even if the Tyler's enlisted Sophie into the fold! He didn't do domestics!

He glanced over at Sophie to see her still staring at him with confusion and maybe a touch of bemusement. Nope! He wouldn't… definitely not!

"Hold that thing down, would you?" he said pointing at a lever just to distract her from whatever was going on behind her blue eyes.

And felt rather successful when she moved to do so.

 ***O*O*O***

"What are you grinning at?" Mickey asked curiously as he sat on a bin outside the Tardis, a boy working diligently to clean off the words 'BAD WOLF' he'd graffitied onto the blue box much earlier that day.

Sophie turned her attention to Mickey and did her best to get her smile under control, but her lips weren't all that interested in obeying, "Just enjoying the silence,"

Mickey peered around, taking in all the sounds of the London night, "Uh-huh… right," he muttered dubiously, before shrugging it off as just another strange quirk the brunette had.

The Doctor poked his head around the Tardis door, "Good lad. Graffiti that again and I'll have ya," he warned the child, "Now, beat it," the boy gladly scurried off. The Doctor smiled after him, before he turned to look at Sophie, his smile widening into a grin to see that she was still as giddy as when they'd first stepped out of the Tardis.

"I just went down to the shop," Mickey said as the Doctor walked over to them, "And I was thinking, you know, like the whole worlds changed. Aliens and spaceships all in public. And here it is," he said showing them the front page of the paper he'd gone to get 'Alien Hoax' printed in bold splashed across it, "How could they do that? They saw it!"

"They're just not ready. You're happy to believe in the invisible, but if it's staring you in the face, nope! Can't see it! There's a scientific explanation for that. You're thick,"

Mickey laughed and Sophie shook her head amused, her lips splitting into a wide grin again that had the Doctor grinning at her again, rather thrilled that she was so happy.

"We're just idiots," Mickey said with a light scoff.

The Doctor turned his gaze back to him, "Well, not all of you,"

Mickey stared at him shocked and surprised, "…Yeah?" then smiled brightly when Sophie nodded whilst the Doctor pulled a disc from his pocket.

"Present for you, Mickey," he said offering it to him, "That's a virus. Put it online, it'll destroy every mention of me. I'll cease to exist,"

"What do you want to do that for?" Mickey asked studying the disc for a moment.

"Cos, you're right. I am dangerous. I don't want anybody following me," he said seriously as Rose and Jackie emerged from the flat.

"How can you say that and then take them with you?" Mickey asked gesturing at his girlfriend and Sophie.

The Doctor glanced from Sophie to Rose and then back to Mickey almost in disbelief at the words that were about to come out of his mouth, "You could look after her," he gestured at Rose, "Come with us. Between the two of them I've got my hands full,"

"Oi!" Sophie protested with a small frown, but the Doctor merely gave her an amused smile. She rolled her eyes and huffed a bit, but her lips twitched upwards in return.

"I can't. This life of yours… it's just too much, I… I couldn't do it," he admitted, before pinning the two of them with a slightly panicked look as Rose and Jackie drew closer, "Don't tell I said that," he pleaded.

Sophie nodded that she wouldn't, before her attention turned to Rose and Jackie as their conversation became audible.

"I'll get a proper job. I'll work weekends, I'll pass my test and if Jim comes round again, I'll say no, I really will," Jackie pleaded with her daughter.

"I'm not leaving 'cos of you. I'm travelling, that's all then I'll come back!" Rose tried once again to reassure her mum.

"But it's not safe," Jackie protested, her heart in her throat at the idea of her daughter going off with the Doctor again.

"Mum… if you saw it out there… you'd never stay home. 'Sides I've got Soph with me, and the Doctor," she reminded and shot the two a grin as she took a backpack off her shoulders.

"Got enough stuff?" the Doctor asked sarcastically as he took in the bags she was carrying.

"Last time I stepped in there, it was spur of the moment," she threw the biggest bag at the Doctor forcing him to catch it least it hit him, "Now I'm signing up. 'Sides this ones for Soph," she gestured to a smaller backpack she'd also been totting, "Mum and I went and did a little shopping… essentials really and some jammies I thought would fit… better than nothing though, right,"

Sophie accepted the backpack a little stunned, before she smiled, "It's brilliant thanks," touched that the blond had thought of her whilst she was supposed to be spending time with her mum.

"Well, if you're going to be off with him, couldn't have you lacking. Who knows what he's got in that big old ship," Jackie said shooting the blue box a short glare.

The Doctor rolled his eyes and muttered something about 'mothers' and 'bleedin domestics' under his breath, whilst Rose stepped over to Mickey with hopeful eyes.

"Come with us," she pleaded she hadn't had enough time to short things yet… and who knew when she'd get another chance, "There's plenty of room," she wheedled.

Mickey helplessly gestured at the Doctor, his eyes silently pleading with the man who hadn't assured him that he'd keep his secret.

The Doctor stared at him a moment before sighing and wondering how he was letting himself get roped into this, "No chance, he's ah, a liability, I'm not having him on board," he declared.

Rose frowned at him hands on her hips, "We'd be dead without him,"

The Doctor glanced over at Mickey who was no shaking his head at him behind Rose's back, "My decision is final," he said firmly his eyes back on Rose.

Rose turned back to Mickey and waited a moment, for him to make a protest or anything really to try and convince the alien but he just gave her a shrug… and that hurt her heart, but she shrugged back after a moment, "Sorry," she apologized on the Doctor's behalf and gave him a quick peck on the lips before backing away from him.

"Good luck, then," Mickey said with a wave.

Jackie unable to contain herself any longer rounded on the Doctor, "You still can't promise me. What if she gets lost? What if something happens to you, Doctor, and they're both left all alone standing on some moon a million years away – how long do I wait then?"

The Doctor stood, hugging the large bag Rose had tossed at him, not really having an answer for the woman that'd make her feel better.

"He – we'd find her if she got lost," Sophie offered after a moment, shifting awkwardly as Jackie turned her stare on her… the older woman softening only slightly at the petite brunette's promise, though her glare hardened a she swung it back on the Doctor who was nodding in agreement. Course, he'd find her. He'd find either of them if they got lost.

"Mum…" Rose drew her mother's attention, "You're forgetting, it's a time machine. I could go travelling around suns and planets and all the way out to the edge of the universe and by the time I get back, yeah, ten seconds would have passed. Just ten seconds," she assured with a warm smile, her hands coming up to rest on her mum's shoulders, "So, stop worrying. See you in ten seconds time. Hmm?" she pulled her into a tight hug, before letting go.

She turned and started for the Tardis, pausing only long enough to nudge Sophie who was still staring at the backpack she'd been given, "Come on Space-Cadet," she said with a grin.

Sophie stared after them for a moment before heading for the Tardis, giving a brief parting wave to Mickey as she passed him.

' _It was official, I'm totally screwed…'_ Sophie thought bemused and maybe a little anxious. Rose had managed to gain her trust too…

She smiled as she stepped into the Tardis pulling the door closed behind her and her gaze landed on the two of them, her anxiety easing as she watched them.

She had a feeling that trusting those two… being friends with them, was possibly the best thing in the entire universe… better than the best even... It was fantastic!


	6. Chapter 6 Dalek

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** Thank you to everyone who followed/favourited and reviewed last chapter. It always makes my day to see that you are enjoying this fic.

And thanks again to **Maethoriel Artemis** for taking the time to look over this chapter for me.

 **CHAPTER 6**

 **Dalek**

"What's happening?" Sophie shouted as the Tardis gave a sudden jerk and shuddered under their feet, the lights flashes a bit ominously over their heads.

"I don't know!" the Doctor yelled back as he moved about the console, a frown on his face as he pushed a few buttons, "This isn't supposed to happen!" he assured, whilst he tried to figure out what was actually happening.

Sophie exchanged a look with Rose, they were supposed to be going to the plasma storm that was brew in the Horsehead Nebula.

"Have we reached the storm already… is this turbulence?" Rose asked as the Tardis shook again.

"No… we're nowhere near it yet," the Doctor replied distracted as he pushed a few more buttons, before yanking down a lever, "Hold on, we're landing!" he warned them.

Immediately Rose and Sophie grasped the console, the shuddering of the Tardis increasing as she was forced into landing.

The unhappy ship jostling them as she materialized.

Sophie straightened up, and looked around the console room concerned, "That was strange. Is she alright?" she asked the Doctor as she gave the console a soothing pat… the normally happy thrum of the Tardis sounded disgruntled to her.

"She's a bit frazzled, but fine," he replied, before turning his attention from his ship to his companions, "What about you two? You both alright?"

"Fine. It was hardly our roughest landing," Sophie murmured, they'd all managed to keep their feet this time.

"No kidding," Rose agreed with a nod.

Satisfied that they were both unharmed by the Tardis' sudden strange behaviour the Doctor turned and started for the door. His expression thoughtful, "The question is why?"

Rose and Sophie exchanged a look before they hurried after the Doctor as he opened the Tardis door.

"So, what is it? What's wrong?" Rose asked as she and Sophie stepped out the door. The brunette gently pushing the door closed behind her, giving the wood another soothing pat and received a warm hum in return as the Tardis sorted herself out.

"Don't know," the Doctor repeated, "Some kind of signal drawing the Tardis off course…" he trailed as they looked about the dimly lit area that was lined with display cases

"What kind of signal?" Sophie asked, glancing over at the Doctor as she pondered just what type of signal could draw the sentient ship.

"Still decoding it," the Doctor replied.

"Where are we?" Rose asked.

"Earth, Utah, North America. About half a mile underground," the Doctor rattled off.

"And… when are we?" Rose continued.

"2012,"

"God, that's so close, so I should be… 26," Rose glanced over at Sophie, "And, Soph you'd be um…"

"Mm… I'd be 30," Sophie responded after a brief calculation.

The Doctor found the light switch and flicked it on illuminating the room.

"Blimey!" Rose exclaimed, "It's a great big museum!"

"An alien museum. Someone's got a hobby," the Doctor agreed as they started wandering through the room.

Sophie wrinkled her nose a little, "Aren't museums supposed to be for the public to wander through and admire? So, why is this one underground?"

"Private collection, has to be," the Doctor replied, "Whoever they are they must have spent a fortune on this," he informed them, "Chunks of meteorite, moon dust…" he began to list the items as they passed their cases, "That's the milometer from the Roswell Spaceship,"

"That's a bit of Slitheen!" Rose exclaimed as they paused, her eyes drawn to the green appendage that was mounted inside a case, "That's a Slitheen's arm, it's been stuffed,"

Sophie crinkled her nose, this time in disgust, "Ok. This hobby has just tipped over into the creepy,"

"Just a bit, yeah," Rose agreed.

"Ah! Look at you!" the Doctor exclaimed drawing the women's attention away from the creepy stuffed arm.

Sophie and Rose move over to him curious as he stood before another display case that had what appeared to be a robotic head with bars on either side of its head inside of it.

"What is it?"

"An old friend of mine… well, enemy. The stuff of nightmares reduced to an exhibit. I'm getting old," he mused, his gaze fixed on the head of the cyberman.

"Is that where the signal's coming from?"

"Nah, it's stone dead," he dismissed, "The signals alive. Something's reaching out," he murmured as he reached out to touch the glass.

Sophie sighed as an alarm blared the moment his finger brushed the surface of the glass, "Old he says. Yet, he still hasn't learnt to look not touch," the Doctor shot her a smile and she faltered slightly, her left eye twitching… _'Wait, did you do that deliberately?'_ she projected, just like they'd been practising, her eyes narrowing on him suspiciously.

' _Who me?'_ the Doctor projected back all airy innocence as armed security personal hurried into the display room, moving to surround them.

"If someone's collecting aliens, that makes you exhibit A," Rose murmured lowly, unaware of the small exchange that had just transpired between Sophie and the Doctor.

"Yes. Let's avoid bringing that to the attention of the person behind the creepy collection," Sophie muttered as the Doctor grinned at the soldiers, rather pleased with himself.

 ***O*O*O***

"What does it do?"

The Doctor, Sophie and Rose heard an American ask his younger associate as they stepped into an executive office that they'd been escorted to by the rather stern, business woman who'd come to collect them. The American taking the alien artefact he was being shown from the other man to look it over with interest.

"Well, you see," the younger man began, his accent revealing him to be British instead of American, "The tubes on the side must be to channel something, I think maybe fuel…"

"I really wouldn't hold it like that," the Doctor cut in with an amused grin as he observed the way the American was holding the artefact.

"Shut it!" the stern woman snapped at him with a scowl.

"Really, though, that's wrong," the Doctor stated again unconcerned with the woman's displeasure.

"Is it dangerous?" the British man beside the American asked eyeing the artefact worriedly.

"No. Just looks silly," the Doctor said with a shrug, before he reached out for the artefact.

The action immediately making the security guards level their guns at them again, or more specifically the Doctor, making him pause.

Beside him Sophie tensed slightly… as the two men stared at each other… before the American lifted a hand, silently ordering his security to backdown, allowing her to relax again as the guns were lowered.

The American that was evidentially in charge handed over the artefact, intelligent eyes staring intently as The Doctor arranged his hands over it with an ease that spoke of prior experience in handling it.

"You just need to be…" the Doctor ran his fingers over it and a note sang through the air, "Delicate,"

"Oh, that's beautiful," Sophie murmured as she watched him.

The Doctor beamed at her and played a few more notes, enjoying the impressed looks he was getting from those in the room, grinning at them all.

"It's a musical instrument," the American deduced.

The Doctor nodded, his fingers sliding away from the 'keys' so he could stroke the sides of the instrument, "And it's a long way from home,"

The American stood, "Here, let me," he demanded the words barely passed his lips, before he snatched it out of the Doctor's hands. His fingers moving over the 'keys' only to make harsh bleeping sounds.

The Doctor raised his brows at him, "I did say 'delicate'," he reminded, "It needs precision,"

The American's touch gentled and a few notes chirped out of the instrument.

The Doctor smiled, "Very good. Quiet the expert,"

"As are you," he observed, before tossing the instrument aside carelessly.

Sophie followed its path with her gaze alarmed at the careless treatment of the instrument as it landed with a crash, that couldn't have been good for it.

"Who exactly are you?" the American asked.

The Doctor raised his own gaze from the instrument to stare rather disdainfully now at the American, "I'm the Doctor. And who are you?"

"Like you don't know," the American scoffed smugly, "We're hidden away with the most valuable collection of extra-terrestrial artefacts in the world and you just stumbled in by mistake,"

The Doctor shrugged, "Pretty much sums me up, yeah,"

"The question is, how did you get in? 53 floors down. With your little cat burglar accomplices," he queried as he eyed the brunette and blond that'd been apprehended with the Doctor, "Quite a collector yourself, they're rather pretty,"

Sophie shifted uncomfortably under his gaze, her nose crinkling in disgust as she shot him a glare, whilst Rose scowled at him, "I'm going to slap you if you don't stop leering at us!" she warned.

Sophie reached over inconspicuously to grab the back of Rose's shirt just in case the irate blond did decide to follow through on her threat, "The guns, Rosie. Remember the men with the guns," she cautioned. She didn't like the American dressed in the expensive navy-blue suit.

She may not be getting a taste of the man's mind thanks to the shiny new shields the Doctor had built for her, and she was more than glad for it, but just looking at him… it set off nearly all the instincts life in the orphanage had given her.

She wouldn't put it past this man to have Rose hurt if the blond did manage to land a blow… or even just injure his pride.

The American rolled his eyes, but turned his gaze away from the women, "Of course, they're both English!" he grumbled before calling back to the young man he'd been speaking to earlier, "Hey, little Lord Fauntleroy, got your pick of girlfriends. I'd pick the brunette if I were you. She seems to have a bit more sense,"

The Doctor frowned and moved closer to the uncomfortable brunette and cast a dismissive glance over the British lad… a pretty boy… no there'd be no girlfriend-ing his companion. It was bad enough that Rose was dating Mickey the Idiot. He wouldn't be letting Annie-Girl date one too… especially not an idiot pretty boy… that'd be even worse.

"This is Mr. Henry Van Statten," the dubbed pretty boy introduced. His gaze flitting over the two women, taking in how close the Doctor was standing to the brunette, and the unfriendly glare that was being levelled at him, before settling on the blond.

"And who's he when he's at home?" Rose asked eyeing him.

"Mr. Van Statten owns the internet," he replied.

"Don't be stupid," Rose scoffed, "No one owns the internet,"

"And let's just keep the whole world thinking that way, right kids?" Van Statten said with a smug mocking condescension.

The Doctor shifted his gaze back to Van Statten, giving him an unimpressed look, "So, you're an expert on just about everything except the things in your museum. Anything you don't understand, you lock up,"

Van Statten pinned the Doctor with a look, "And you claim greater knowledge?"

"I don't need to make claims, I know how good I am,"

"And yet, I captured you," Van Statten rebutted smug, "Right next to the Cage. What were you doing down there?"

"You tell me," the Doctor challenged.

"The cage contains my one living specimen,"

The Doctor's eyes turned a little cooler as he regarded the American, "And what's that?"

"Like you don't know," Van Statten scoffed.

"Show me," the Doctor challenged again.

Van Statten smirked, "You wanna see it?"

"Blimey, you can smell the testosterone," Rose muttered.

Sophie glanced over at Rose. Was that what was happening? She turned her gaze back to Van Statten and the Doctor, her eyes moving from one to the other.

She rolled her eyes. _'Bleedin hell.'_

"Goddard, inform the Cage. We're heading down," Van Statten ordered the woman nodded, "You, English. Look after the girls. Canoodle or spoon, or whatever it is you British do," Sophie gave him a flat look, which was summarily ignored as Van Statten turned to the Doctor, "And you, Doctor with no name…" he headed for the lift, "Come and see my pet,"

The Doctor nodded and moved to follow before he turned back to his companions, "Right, behave yourselves," his gaze fell on Sophie, "And if he does anything you don't like… well give him a good wack with a chair,"

Sophie blinked at him a little confused as to why he felt the need to mention it, "I thought they didn't deserve the abuse?"

Beside her Rose hid a smile behind her hand.

The Doctor shot another glance of distaste at the pretty boy who was staring slack-jawed and blinking at him stupidly. He shifted his gaze back to Sophie, giving her a grin, "Exception to every rule, Annie," he reminded jovially, before he moved for the elevator again.

Sophie stared as the elevator doors dinged closed, before she turned, her gaze landing on Rose to find her staring, "What?"

Rose huffed out an amused breath, "Nothin'," she denied through her grin.

Sophie stared at Rose for a moment longer, before her attention was drawn to the Englishman they'd been left with as he introduced himself as Adam… Adam Mitchell.

 ***O*O*O***

Adam opened the door to his workshop and led the two women he'd been charged with minding inside, "Sorry about the mess," he apologized a tad self-consciously as he watched the two glanced around at the space, "Mr. Van Statten sort of lets me do my own thing. So long as I deliver the goods," he boasted lightly watching as the two split off from each other.

He glanced briefly at the brunette, before walking over to the blond, who overall seemed the more approachable and interested of the two. He picked up an object and handed it to her with an easy smile, "What do you think, that is?" he asked.

Rose examined it, "Er… a lump of metal?" she guessed.

"Yeah. Yeah, but I think… well, I'm almost certain, it's from the hull of a spacecraft," Adam told her, watching as Rose placed the object back down where he'd picked it up from, "The thing is, it's all true. Everything the United Nations tries to keep quiet, spacecrafts, aliens, visitors to Earth, they really exist," he enthused, eager to impress the pretty woman that hadn't been told to hit him with a chair if he did something she didn't like.

"That's amazing," Rose exclaimed with a secret smile, rather enjoying the attention, Adam's enthusiasm.

"I know it sounds incredible, but I honestly believe that the whole universe is teeming with life," Adam continued misreading Rose's smile as disbelief.

Rose's smile widened slightly, "I'm gob-smacked, yeah. And you do what? Sit here and catalogue it?"

Adam nodded beaming, "Best job in the world,"

"Imagine if you could get out there. Travel amongst the stars and see it for real,"

"Yeah…" Adam agreed wistfully, "I'd give anything. But I don't think it's ever gonna happen, not in our lifetimes,"

Rose stepped a little closer to him, "Oh, you never know… what about all those people who say they've been inside spaceships and things and talked to aliens?"

"I think they're nutters," Adam responded.

"Yeah, me too," she laughed even as she eyed him… he was cute… and wanted the stars, just like she did…

Sophie glanced away from the artefact that she'd been examining with her eyes as she heard a break in the conversation that had been going on between Rose and Adam. Her blond friend seeming to have really hit it off with the man.

Her eyes met Rose's as she walked over to her an odd happy little smile Sophie hadn't seen on the blondes' face before curving up her lips.

She glanced past her at Adam who was fiddling at his desk, now that he'd lost Rose's attention, before turning her questioning gaze back to her friend, "Were you flirting?"

Rose shrugged, "A bit yeah," she admitted, "So, what-cha doing all alone over here?" she grinned cheekily, "Missing the Doctor?"

Sophie blinked at her nonplussed and confused at the sudden question, "Huh?" she vocalized after a moment, still bewildered as she tried to understand where that had come from and why Rose was smiling like that.

Rose sighed, her shoulders slumping slightly in slight disappointment, she'd been hoping for a more amusing reaction from the brunette. Ah, well. She supposed that she really shouldn't expect normal from her Space-Cadet. And she supposed it was a little amusing that Sophie didn't get it.

"Eh, never mind," she dismissed her last question, "Still, what are you doing over here?"

Sophie shrugged, "I didn't have anything to say…" she admitted, "And these are interesting," she gestured at the shelf of artefacts, "Besides, you and Adam seem to be getting on really well. Didn't want to get in the way of that,"

Rose eyed the brunette, before glancing covertly at Adam, then back again, "You don't like him?" she asked her voice quiet so Adam was less likely to hear them.

Sophie blinked at the question, "Uh, don't know enough to decide if I like him or not… he seems friendly – though the Doctor didn't seem to like him," she commented thoughtfully.

Rose snorted softly in amusement at that, earning another look full of curiosity from Sophie. Rose sobered and glanced at Adam again from under her lashes, before turning it back on the brunette, her expression turning a bit more serious, "You didn't pick anything weird up from him, right?" she asked, voice hushed and gestured in the direction of her head.

Sophie glanced over at him to and then back to Rose, "No… you don't want me to try do you?" she asked with a grimace. She was still enjoying the novelty of not having to battle against every mind in her vicinity and basking in only hearing if she wanted to... and she wasn't sure how comfortable she'd be with such a request. She'd never wanted to hear, after all.

"No," Rose quickly denied, "I was just wondering if maybe that was why, you where over here, all quiet,"

Sophie offered Rose a small smile, "Nah. Sometimes I really do just have nothing to say… and these really are interesting. I mean what on Earth is this thing?" she pointed at a cylindrical artefact with various nobs and what might have been a spout.

Rose eyed it, "No idea. Maybe it's a hand sanitizer?" she suggested a little dubiously, before she shared a smile with Sophie and the two chuckled.

"Now come on Space-Cadet," Rose said when they'd calmed a moment later, "Adam is going to let us take a peek at Von Statten's living creature," she urged linking their arms together as she led them over to Adam, who'd been doing more than just fiddling with the computer on his desk.

Adam glanced over at them and smiled at Rose as they came up behind him to look over his shoulder at the screen, "It doesn't do much, the alien. It's weird, it's kind of… useless, it's just like this… great big pepper pot," he told them before the screen changed to show an image of inside the Cage.

Sophie's eyes widened in horror as they watched a man approach the strange 'pepper pot' creature a big drill like device in hand. The creature screamed.

"It's being tortured!" Rose exclaimed horrified.

Sophie frowned as she scanned the live-feed, "Where's the Doctor?" she asked, she couldn't see him allowing this.

Adam glanced back at the two, "I don't know,"

"Take us down there," Rose demanded as she and Sophie headed for the elevator.

"Now!" Sophie called when Adam hadn't moved after a moment.

Adam jumped out of his seat and hurried towards the two women, a bit uncertain that he should be doing this, but it wasn't every day that he had a chance to impress two beautiful women… and he really didn't fancy getting hit with a chair, if the Doctor bloke hadn't been having him on about that.

 ***O*O*O***

"Two hearts! Binary vascular system!" Van Statten exclaimed with excitement, practically seeing the dollar signs, "Oh, I am so going to patent this,"

"So that's your secret!" the Doctor said through gritted teeth, "You don't just collect this stuff, you scavenge it,"

"This technology has been falling to Earth for centuries. All it took was the right mind to use it properly. Oh, the advances I've made from alien junk, you have no idea, Doctor. Broadband? Roswell. Just last year my scientists cultivated bacteria from the Russian Crater, and do you know what they found?" Van Statten asked smugly.

The Doctor glared up at him questioningly, even as he worked to hide his consciousness behind his shields, not wanting to frighten Sophie if she happened to come looking for him. There wasn't a need to alarm her… not yet anyway.

He could work his way out of this, he was sure.

"The cure for the common cold. Kept strictly within the laboratory of course, no need to get people excited. Why sell one cure when I can sell a thousand palliatives?" Van Statten explained with an insufferably smug smile, completely unconcerned by the Doctor's pain.

' _Of course – bloody money!'_ the Doctor thought with a wince. It was always about money with people like Statten!

"Do you know what a Dalek is, Van Statten? A Dalek is honest. It does what it was born to do for the survival of its species, that creature in your dungeon is better than you," the Doctor growled angrily.

"In that case, I will be true to myself and continue," Van Statten said, still unconcerned as he walked back over to the scanner.

The Doctor watched him starting to get a bit frantic, "Listen to me, that thing downstairs is going to kill every last one of us!" he shouted.

"Nothing can escape the Cage," Van Statten responded as he ran the scan again and watched dispassionately as the Doctor writhed in pain once again.

"But it's woken up! It knows I'm here! It's gonna get out!" the Doctor yelled, "Van Statten, I swear no one on this base is safe! No one on this planet!" his body arched beyond his control as the scan ran again. He threw his head back in agony, but retained a tight grip on his consciousness, still unwilling to frighten Sophie with the kind of thoughts that where running through his head… not when he didn't have to… not yet… he could still get out of this… he had to get out of this! He just had to get through to Van Statten!

 ***O*O*O***

Sophie grimaced as they stepped out of the elevator as she peeked out from behind her mental shields only to relax as she still wasn't bombarded by the other minds in the building, just like the Doctor had promised. She barely noticed them as she reached out, searching for the Doctors unique mind… the warm glow of him.

Only to come up empty… there wasn't a trace of him… just where had he and Van Statten gone? Just how big was this place? Or was she not doing this right? What had the Doctor said…?

She worried her lower lip as she continued to keep pace with Rose and Adam. A horrible feeling settling in her gut that something had gone very wrong for the Doctor, as they stepped out into a lobby outside the Cage. Still reaching for the Doctor and still coming up empty…

Adam flashed his ID at a Security guard who moved to stop them, "Level three access. Special clearance from Mr. Van Statten," the guard nodded and let them pass.

The three stepped inside the cell, Sophie and Rose staring at the tormented creature.

"Don't get to close…" Adam warned them, but was summarily ignored as the two approached, Rose ahead of Sophie by a couple of steps.

The blond bent down, peering into the eye piece, "Hello? I'm Rose Tyler, and this is Sophie Connolly," Sophie gave the abused creature tiny wave, eyeing it sadly, "We've got a friend, he can help. He's called the Doctor. What's your name?" Rose glanced over at Sophie a little helpless as the creature remained unresponsive.

"Yes," it spoke suddenly, drawing their attention back to it, their expressions confused.

"What?" Rose asked.

It raised its eye stalk to look at Rose's face, "I am in pain," it spoke wearily, "They tortured me. But still they fear me. Do you fear me?"

"No," Rose assured.

It moved its eyestalk to look at Sophie. She shook her head slowly, "No," she responded vocally, still mentally searching for the Doctor. She felt more along the lines of pity for the creature. Pity and a deep sadness for it. For all the fear and pain, it must have felt whilst trapped and tortured like an animal.

It lowered its eyestalk tiredly, "I am dying," it admitted.

"No, we can help!" Rose protested.

"I welcome death. But I am glad… that before I die… I met two humans who were not afraid,"

Sophie placed a hand on Rose's shoulder, the blond looking overwhelmed with sadness and pity. The brunette's own eyes sad for the creature that had been so brutally treated by Van Statten and his employees.

"Isn't there anything we can do?" Rose asked tearfully.

"My race is dead. I shall die alone,"

Tears welling in her eyes Rose lifted a hand and gently placed it against the metal dome, "Rose, no!" Adam shouted.

Rose yanked her hand back in shock as her hand glowed brightly, a hand shaped print glowing for a moment on the dome, before it was absorbed into the metal.

"Genetic material extrapolated, initiate cellular reconstruction!" the creature ordered itself, it's tone completely changed, now sounding dangerous and unfeeling.

Sophie helped pull Rose back as the creature burst from its chains, sparks flying from it. The man that they had seen wielding the drill earlier ran into the cell shouting, "What the hell have you done?" he demanded to know, but received no answer as he approached the freed alien creature. It pointed its sucker at him and the man scoffed, "Whatcha gonna do? Sucker me to death?" he taunted.

"Oh… crap," Sophie gasped as the previously small sucker expanded and the creature proceeded to sucker the man to death, the sound of his skull cracking making the three flinch, before they were racing out of the room in terror of the creature that had been pitiable and near death just moments ago.

 ***O*O*O***

Van Statten and the Doctor looked up as the alarm blared. The Doctor panting and sweaty from the pain of all the scans he'd been forced to endure, his hearts freezing in fear for Sophie and Rose at the sound of it, having just been waiting for something like this to happen from the moment he'd clamped eyes on the Dalek and Van Statten had refused to listen to reason.

And his companions where with an idiot pretty boy who'd probably be no help at all!

He lowered his gaze from the intercom that was blaring the alarm into the room to Van Statten, "Release me if you want to live," he told the American wearily.

 ***O*O*O***

"You've got to keep it in that cell," the Doctor ordered over a monitor, his eyes grazing over Sophie and Rose in relief that the two that were currently unharmed, but still in danger, which was just typical, but he was determined, he'd save them.

"Doctor, it's all my fault," Rose admitted.

"No blame in an accident," Sophie repeated what she'd told the Doctor and Rose leaned against her, grateful for the support, which made Sophie rather glad for her jacket as the blond had bare arms, having chosen to wear a singlet top that day.

And from where he watched them on the monitor the Doctor couldn't stop the way his lips twitched upwards fondly at that. That was his Annie-Girl, in life threatening peril and still not placing blame.

"I've sealed the compartment. It can't get out, that locks got a billion combinations," security commander Bywater informed him.

"The Dalek's a genius. It can calculate a thousand billion combinations in one second flat," the Doctor replied.

Sophie swallowed nervously as she stood beside Rose as the security team with them aimed their guns at the locked cell door… a door that just like the Doctor said opened barely a moment later and the Dalek emerged.

"Open fire!" Bywater ordered and the lobby exploded into noise.

The Doctor took in the sight with a grim expression, his gaze landing on his companions who were still there… watching with wide scared eyes as the unremorseful killer advanced on them unfazed by the bullets that were being fired at it not impeding the monster of his nightmares. Ignoring Van Statton with sheer will as the idiot American tried to order his men to stop firing.

"Sophie! Rose! Get out of there!" he shouted at them.

 ***O*O*O***

Rose, Sophie and Adam ran down a corridor following De Maggio, passing another group of security personal.

"Civilians! Let them through!" De Maggio ordered them, and the three ran on and out of sight, cringing as the sound of gunfire echoed behind them along with screams of the dying.

 ***O*O*O***

"Tell them to stop shooting at it!" Van Statten insisted, piercing Goddard with a fierce look.

"It's killing them!" Goddard protested, staring at the man that she respected in shock. She knew he was a ruthless business man, but that was business – this was their personals lives… not just their memories their lives!

"They're dispensable, that Dalek is unique," Van Statten dismissed before speaking into the intercom, ignoring the looks he was receiving, "I don't want a scratch on its body work? Do you hear me? Do you hear me?" Van Statten frowned at the intercom, swallowing as the sound of gunshots finally ceased, but no reply came.

A short moment later found the Doctor staring at a blueprint of the base on a computer screen Goddard beside him.

"That's us right below the surface. That's the Cage, and that's the Dalek," she pointed out the different points, ending on the moving blue dot that was moving along a corridor.

"This museum of yours, have you got any alien weapons?" the Doctor asked, his mind frantic as he thought of and dismissed so many options to get his companions and the rest of the people in the base out alive.

"Lots of them, but the trouble is the Dalek's between us and them," Goddard replied.

The Doctor grimaced.

"We've got to keep that thing alive," Van Statten insisted again, "We could just seal the entire vault, trap it down there," he suggested, trying to sound reasonable to the two that'd see the prize of his collection dead for something as common as workplace grunts.

"Leaving everyone trapped with it? Sophie and Rose are down there!" he rounded on Statten, "I won't let that happen. Have you got that?"

Van Statten stood, but the Doctor turned back to the computer unwilling to listen to another word out of the American's mouth.

"It's got to go through this area. What's that?" he asked Goddard.

"Weapons testing," she responded.

"Give guns to the lawyers, technicians, anyone. Everyone. Only then have you got a chance of killing it," the Doctor ordered, his face grim. Goddard nodded and swiftly moved to do as she'd been told. The Doctor shifted to take her place in front of the computer.

 ***O*O*O***

Rose and Sophie turned a corner into another corridor and soon found themselves at the foot of a staircase.

"Stairs!" Rose cried in relief, "That's more like it!" Adam caught up huffing and puffing, "It hasn't got legs, it's stuck!"

De Maggio raced over to them, having finally caught up to the three civilians she'd been charged with protecting, "It's coming! Get up!"

They hurried up the steps and paused to watch anxiously over the banisters their eyes fixed on the Dalek as it approached the stairs, only to stop to look up at them.

Adam breathed a sigh of relief and smirked, "Great big alien death machine. Defeated by a flight of stairs,"

Sophie shot him a look, "Can you not taunt the 'great big alien death machine'. Thanks," she grumbled at him, eyeing the alien warily… as it levelled its eyestalk at them.

De Maggio who was still pointing her gun at the Dalek addressed it next, her tone filled with authority, "Now, listen to me. I demand that you return to your cage. If you want to negotiate, then I guarantee that Mr. Van Statten will be willing to talk,"

Sophie and Rose exchanged a nervous look, pleased though they were to be able to catch their breath a bit, it didn't seem to either of them that Van Statten was the type to negotiate with something he considered property… and the likelihood of the alien returning to its cage… Sophie was estimating chances of that at a zero…

"I accept that we imprisoned you and maybe that was wrong. But people have died, and that stops. Right now. The killing stops, have you got that?" De Maggio continued, but the Dalek remained silent, merely watching her, "And I demand that you surrender, is that clear?" she questioned sternly.

"El-ev-ate!" the Dalek responded after a pause and to the small groups horror the alien began to levitate in the air, slowly gaining height.

"Oh bugger!" Sophie breathed. ' _Of course, it could bleedin' levitate! Stairs defeating it would be too bleedin' easy!'_

"Oh my God!" Rose breathed just as horrified as Sophie, whilst Adam merely stared pale in his terror mouth-ajar as he gaped.

"Adam, get them out of here!" De Maggio ordered.

"Come with us! You can't stop it!" Rose pleaded urgently.

"Someone's got to try. Now get out!" she gave the two women a push to get them started, "Don't look back, just run!" she ordered.

Adam, Rose and Sophie disappeared up the rest of the flight of stairs. The sound of gunfire filling their ears again… and then a high piercing scream that had them cringing.

"Oh my God!" Rose whimpered, "It's killing everyone and it's all my fault!"

Sophie shook her head, "No. It's not," Sophie denied as they ran as fast as they could, "If you wanna blame anyone blame Statten," she said with conviction. Rose had been a decent human being, trying to offer comfort to a dying creature that was tormented and in pain – Van Statten on the other hand, well they'd all heard him over the coms.

 ***O*O*O***

"I thought you were the expert, Doctor," Van Statten accused only to be ignored as he continued to stare at the monitor, "If you're so impressive, then why not just reason with this Dalek? It must be willing to negotiate, there must be something it needs, everything needs something," he insisted.

"What's the nearest town?" the Doctor broke his silence.

"Saltlake City," Van Statten replied with a shrug.

"Population?" the Doctor enquired.

"One million,"

"All dead. If that Dalek gets out, it'll murder every living creature, that's all it needs," the Doctor informed him.

Van Statten scowled angrily, a little shaken despite himself, "But why would it do that?!" he demanded angrily.

"Because it honestly believes they should die. Human beings are different, and everything different is wrong. It's the ultimate racial cleansing and you, Van Statten, you've let it loose!" the Doctor accused furiously.

 ***O*O*O***

"You know just once. I'd like to go somewhere and not have to run from a homicidal alien bent on killing us all!" Sophie grumbled as they continued to run down another corridor.

"Technically, Cassandra was human," Rose reminded as much as she hated to admit that that woman had been human.

"Eh, she was using alien tech," Sophie waved off, "Stupid stretchy skin trampoline,"

"Ooh, running for our lives makes you sassy," Rose said with a grin, grateful for the distraction talking provided, even if they were a bit short of breath

"I've always been a bit sassy. I just didn't have anyone to be sassy too before – problem?" Sophie responded, glancing over at Rose briefly.

"Hardly. Love the sass. Keep it coming," Rose declared.

"As much as I love a good old pow-wow. Do you two think you can save the chit chat for when we're not running from the metal pepper pot of death?" Adam asked them, looking back to see if the Dalek was in sight.

"Sorry. You get used to the running when you're with the Doctor," Rose apologized a bit flippantly.

"Brightside to all the running. We're going to be so fit," Sophie muttered as she placed a hand over her side where a stitch was forming. That wasn't good.

Rose snorted with laughter, "Yeah, running for your life. Best exercise regimen there is," she declared.

"Seriously. Save your breath for the running," Adam hushed them again. He didn't get how they could spare the breath… and really, they were being chased!

"Real killjoy you are," Sophie grumbled, shooting Adam a look, perhaps she didn't like him after all.

The trio ran on, coming upon another security team guns all trained down the corridor, aimed in their direction.

"Hold your fire!" the commander ordered as the three stopped not wanting to be shot by accident, "You three get the hell out of there!"

They immediately began running again, running passed the soldiers making it just passed a doorway when the Dalek came into view.

Sophie stopped moving when Rose did, glancing in the general direction of her line of sight to see the Dalek staring at them, stopped for the moment as it seemed to focus in on their position.

"Come on," Sophie urged just as Adam grabbed Rose's hand to pull her into motion again.

Rose stopped again anyway glancing back to where they knew the Dalek was just out of sight, looking a little more freaked then before, "It was looking at me," she muttered.

"Yeah, it wants to slaughter us!" Adam reminded her.

"I know! But it was looking right at me,"

"So?" Adam asked impatiently, "It's just sort of a metal eye thing, it's looking all around!"

Rose shook her head unsure, "I don't know… it's like there's something inside looking at me, like it knows me… all of me,"

Sophie winced a little, sure that that had to be a disconcerting feeling, "Just be glad that it was only looking and not firing the death lasers, yeah?" she offered, "We can worry about the knowing thing once were safe,"

Adam nodded vehemently in agreement and the three took off again Just as the sound of gunfire started up again.

 ***O*O*O***

"Doctor," Goddard began a little uncertain about talking to the tense alien at that moment, "Your friends, they're still down there,"

The Doctor glanced at her and gave a short nod of acknowledgement, before staring at the monitor again. His hands fisted at his sides, his mind racing. He'd been hoping that they would have made it out by now!

He reached out, searching for Sophie, trying to pinpoint her location to urge her to hurry them along. He grimaced however as he was met with silence and his hearts constricted. She had to be alright. She was probably just too far away… the bloody building was a maze of levels and corridors and who knew just which level they were on.

He paused a moment longer pondering, before remembering that he had a mobile somewhere in his pockets. He began digging in the deceptive depths of the pocket he last remembered putting it in…

 ***O*O*O***

"Blimey!" Rose gasped out as she and Sophie hurried after Adam who had pulled ahead of the both of them, "All that gunfire is starting to make my ears ring,"

Sophie began to nod her agreement, before she realized that there was another sound… coming from the blond, "No Rosie. That's your phone,"

"No, I mean my ears are actu… oh," Rose muttered and the two slowed a little more as she dug out the buzzing device and hurriedly brought it up to her ear as she answered it as they crested a staircase, "This isn't the best time," she said, before pausing and glancing over at the brunette, "Yeah, she's fine… we're both fine," she responded, before placing the call on speaker so that Sophie could listen to.

"Where are you?" the Doctor asked them.

"Level 49," Sophie told him, spotting the level number on the wall.

"You've got to keep moving, the vault's being sealed off, bulkhead level 46," the Doctor told them, he'd hoped that they'd be closer.

"Can't you stop them closing?" Rose asked exchanging an anxious look with her friend.

"I'm the one who's closing them. I can't wait and I can't help you. Now for God's sake, run, the both of you run!"

"Oh bugger!" Sophie muttered as she and Rose took off at top speed again, closing the small gap between them and Adam who'd slowed to listen to the call as well, the Dalek once again in pursuit of them… and closing in faster than any of them found comfortable.

 ***O*O*O***

"Done it!" Van Statten exclaimed triumphantly, "We've got power to the bulkheads,"

"The Dalek's right behind them," Goddard reported.

The Doctor turned back to his phone, "Rose? Sophie?"

"We're nearly there!" Rose spoke into the phone the device off speaker phone now and pressed to her ear, "Give us two seconds!" she pleaded.

"I can't sustain the power. The whole systems failing," he said grimly, glancing over at Van Statten.

"Doctor, you've got to close the bulkheads," the man urged.

The Doctor closed his eyes briefly, hearts pounding. _'please make it!'_ "I'm sorry," he apologized as he hit the enter key.

 ***O*O*O***

Sophie's eyes widened as the bulkheads began to lower and she tried to push herself to move faster, even as she slipped behind Rose who was already trailing behind Adam. She picked up a little more speed beginning to close the gap… her side aching from the stitch that had formed in her side…

"Come on!" Adam shouted moments before he ducked under it… Rose following swiftly behind…

Sophie stubbed the tip of her left shoe along the ground making her stumble, slowing her down… as she was forced to keep herself from falling… and slammed into the bulkhead just as it closed…

 ***O*O*O***

"The vault is sealed," Van Statten informed them letting out a small breath of relief.

The Doctor unable to sit anymore leapt to his feet, "Rose? Sophie? Did you make it? Did you both make it?" he asked urgently.

From where she was leaning against the bulkhead, phone still to her ear, a hand pressed against it as tears welled hotly in her eyes Rose shook her head. She took a breath then another before finding her voice, "I did… but I'm sorry Doctor… Sophie didn't… I swear she was right behind me!" she cried.

In the executive office the Doctor froze, his face dropping in horror, his hearts pounding faster, he reached for Sophie again… hoping that perhaps she was in range now… but there was nothing but the accursed silence that he'd lived with from the moment he'd ended the Time War… and she was alone… maybe dead already…

He swallowed thickly, "Get-Get up here," he ordered woodenly, before he hung up.

 ***O*O*O***

Sophie swallowed, her eyes squeezing shut as she fought against the urge to breakdown. Crying would get her nothing, and it wasn't how she wanted to spend her final moments. She wished that she could feel the Doctor, but he was still hidden from her…still too far away for her to connect to… and she still hadn't replaced her mobile.

There hadn't been time… more interesting things to do… to learn. And now here she was about to die alone, just like she'd always known… always feared that she would.

Sophie gave her head a shake, as she corrected herself, no not like she'd feared. She had friends… two great friends… they just couldn't be here standing beside her right now… and for that she was glad.

She just wished that she could say goodbye. _'Goodbye Doctor…'_ she projected anyway just in case on the off chance he'd hear, despite not being able to feel him at all. _'If you can hear me… I… I don't regret, not even a moment. Wouldn't change it for the world… so, don't blame yourself. This wasn't your fault… God, words are difficult… I…'_

She turned to face the corridor, and paled as she saw the Dalek round the corner… _'Shit… just I… it wasn't your fault, and Gods, if you can even hear this… tell Rose I'm glad she's safe… I'm so glad that your both safe,'_

Sophie tensed as the Dalek came to a stop in front of her. Its eyestalk focused on her. She took another shaky breath… silence ruling in her head… deafening silence, and she wished that she'd hear something from him… even her stupid nickname one last time, just something to let her know he'd heard her… she squeezed her eyes shut against the sight…

"Exterminate!"

 ***O*O*O***

The Doctor pulled the earpiece from his ear a numbness settling over him, and yet his hearts where still clenching painfully with each beat, "I killed her,"

"I'm sorry," Van Statten offered, only to flinch slightly as the Doctor spun to face him.

"I said I'd protect her. She was only here because of me, and you're sorry? I could've killed that Dalek in its cell. But you stopped me!"

"It was the prize of my collection!" Van Statten protested.

"Your collection?" the Doctor spat contemptuously, "But was it worth it? Worth all those men's deaths? Worth Sophie… Annie-Girl," his throat tightened, his gaze flinty as he stared at the American, "Let me tell you something, Van Statten. Mankind goes into space to explore. To be part of something greater,"

Van Statten jumped to his feet with enthusiasm, "Exactly! I wanted to touch the stars!"

"You just want to drag the stars down and stick them underground underneath tons of sand and dirt! And label them!" the Doctor snarled, his tone dangerous in his fury at the hateful man, at himself, "You're about as far from the stars as you can get," he sneered, before his face contorted with fury, fell as grief washed over him, the numb of a mere moment ago vanishing, "And you took her down with you," he looked away from Van Statten unable to stand looking at the man anymore, "She was 23 years old,"

And she'd trusted him to help her… to save her… and instead he'd killed her…

 ***O*O*O***

Sophie blinked her eyes open surprised as she heard the blast and yet felt nothing… nothing hit her, leaving her pale, trembling at the knees, but alive.

She glanced over at the smoking spot on the bulkhead wall… that had missed her head by a good three inches. She turned her gaze back to the Dalek that was still staring at her… the silence heavy between them.

"You missed," Sophie said when she found her voice.

"I am a Dalek. Dalek's do not miss," it replied.

"But you did," she pointed out, gesturing at the spot.

The Dalek swivelled its stalks agitatedly, "I will not miss next time,"

Sophie's heart froze in fresh fear expecting another death beam, only for none to come. She frowned slightly confused and a bit agitated herself, waiting to be killed was horrible! "What are you waiting for then?"

The Dalek's eyestalk and sucker swivelled again. It's eye zooming in on Sophie's face, "I wait for nothing. I am armed. I will kill. It is my purpose,"

Sophie eyed the alien warily, "So, why did you miss?" she asked.

"You are afraid," it stated after a short silence.

Sophie blinked, she had no idea why that was supposed to matter, "Of course I am. You're going to kill me,"

The stalks swivelled agitatedly again, "Daleks do not fear. Dalek do not feel sad. Dalek's do not feel compassion. Rose Tyler gave me life. What else has she given me! I am contaminated!"

Sophie cringed back against the thick wall as the Dalek fired wildly around her, but none of the shots came close to hitting her. Silence fell between them again and Sophie got the feeling that the alien was collecting itself.

"Humans have also treated you badly," it suddenly stated.

Sophie stilled shocked, "What?!"

"I extrapolated DNA from Rose Tyler. Said female postulates that humans have treated you badly in the past – do you not fear them, hate them?"

Sophie stared still rather shocked, Rose had been right… the Dalek did know her…

"You will answer! Answer!" the Dalek demanded, the urgency in its tone making her jump a little.

"Fear them… Sometimes," she admitted, "But hate them… no,"

There was another silence as the Dalek regarded her and Sophie could have sworn that it was… sad… but… it was too hard to tell with the pepper pot armour.

"You… would make a bad Dalek…" it finally spoke.

Sophie frowned at it confused once again… maybe she'd missed something, "Why do you even care?"

"I… do not…" the Dalek responded after another short pause.

 ***O*O*O***

The elevator door dinged open and the Doctor turned his eyes landing on Adam as he stepped out first, "You were quick on your feet, leaving Sophie behind!" he rounded on him.

"Doctor… I'm so sorry," Rose apologized again, her heart in her throat. She could scarcely look at him… but it had only taken the brief look at his face she got to confirm her suspicions… there had definitely been more in the air between them… and now the Space-Cadet was dead, "I should have had her hand," tears slipped down her cheeks, "I wanted to go back but the bulkhead was already closed,"

The Doctor's gaze softened slightly, shaky breath leaving him, "Not your fault," he muttered, the words wanting to catch in his throat, as guilt and anger clawed at him.

"Oh, so you just blame me!" Adam muttered.

The Doctor rounded on him again, "You're the one that took them down there! You were supposed to be looking after them!"

"They wanted to go!" Adam protested.

"Oh… and you were powerless to say no?!" the Doctor gritted out sarcastically… then rolled his eyes angrily as the idiot glanced at Rose… humans and their bloody hormones!

"I'm not the one who sealed the vault!" Adam shot back indignantly.

The Doctor gritted his teeth harder and looked away… he had pushed the button… he'd sealed Sophie in with that nightmare… he as good as killed her himself… and she'd been alone.

Behind him the screen that had been black sprang to life and Rose gasped, her expression shifting from sorrow to relieved joy and elation, "Oh my God," she breathed.

The Doctor spun back to face the monitor, his expression shocked as he took in the sight of Sophie standing next to the Dalek.

"Open the bulkhead or Sophie Connolly dies," the Dalek ordered.

The Doctor's shock quickly morphed into joy as he took a couple of steps towards the monitor… hardly daring to believe that the petite brunette was still breathing.

"You're alive!" he exclaimed, "I thought you were dead,"

"You know me, I'm a survivor," Sophie responded with a false note of cheer in her voice.

The Doctor lips curved up into a smile, "You bet, you are,"

"Open the bulkhead!" the Dalek demanded.

"Don't do it!" Sophie shouted at him.

"What use are emotions if you will not save the woman you love?" the Dalek questioned.

The Doctor stared at the screen stunned for a long moment, before he slowly turned to look at Van Statten… ignoring the stunned looks that were being levelled at him, "I killed her once," he moved over to the computer, fingers trembling slightly as he reached for the keyboard, "I can't do it again," he jabbed the return key and the bulkhead slowly began to open.

"What do we do now? You bleeding heart, what the hell do we do?" Van Statten asked panicked.

The Doctor stared at him in silence…

 ***O*O*O***

"Broken," the Doctor muttered as he tossed an uncatalogued weapon aside, focusing on his goal as he sorted through the basket of uncatalogued weapons Adam had admitted to having tucked away, ignoring the boy's gaze, "Broken," he tossed another, "Hairdryer," he grumbled.

"Mr. Van Statten tends to dispose of his staff, and when he does he wipes their memory. I kept this stuff in case I needed to fight my way out one day," Adam admitted, breaking his silence.

"What you in a fight?" the Doctor scoffed as he continued to search, "I'd like to see that,"

"I could do," Adam insisted mildly offended.

The Doctor shot him a look, "What you? You who couldn't even say no to two women… both shorter than you?"

Adam shot him a look of his own, "You're the own who told Sophie to hit me with a chair!"

The Doctor paused for a brief moment, before giving him a look, "You really believed that she'd hit you with a chair?" he asked a little incredulous.

"You mean… she wouldn't?"

The Doctor shrugged tossing another broken weapon out of the basket, "Nah… she only does that to killer aliens… so far,"

Adam stared at the man unsure whether he was being serious or having him on…

The Doctor pulled out another weapon and studied it for a brief moment, "Oh yes. Lock and load,"

He jumped to his feet a grin curling up his lips as he felt Sophie's consciousness reaching out for his own, filling a tiny portion of the gaping hole of emptiness in his mind that the death of his people had left. She was safe… she was really safe… well, she would be.

He raced out of the workshop, almost knocking the door into the wall as he threw it open in his haste.

' _Hold on Annie-Girl. I'm coming!'_ he projected his assurance.

' _Doctor!'_ Sophie replied relieved to finally sense him again.

' _Where are you?'_

' _Van Statten's office,'_ she told him.

The Doctor nodded to himself at the confirmation of his suspicions and continued to race back through the corridors, silently cursing just how far Adam's workshop was from Van Statten's office… where Sophie and Rose were with the Dalek.

' _No hold on… we're going up…'_ Sophie's voice came again making the Doctor tense in concern and move his legs faster.

' _What? Why?'_ he asked.

' _It wants freedom…'_ Sophie replied causing the Doctor to frown, his teeth gritting.

' _Don't trust it Annie-Girl. Dalek's want nothing but death of every other living being!'_ the Doctor changed direction slightly, moving up a staircase, hastening to follow to reach Sophie before it could kill her. _'What level? Annie-Girl, what level?!'_

' _The first…'_ her reply came after a moment that had his hearts beating in an uncomfortable flurry despite being able to feel her consciousness, _'Doctor… it's strange… it's questioning itself…'_

' _They don't do that! They kill, Annie! Just hold on I'm almost there!'_

The Doctor charged out of the staircase his ears ringing with Sophie's voice… it was strange, but he didn't stop. His eyes scanning as he moved, quickly landing on Sophie, Rose and the outer shell of the Dalek.

Sophie turned to look at him, feeling his approach, "Doc…"

"Get out of the way!" he shouted making Rose jump and Sophie frown slightly as she took stock of him, but neither of them moved, "Annie-Girl, Rose, get out of the way!" he ordered, "Now!"

Sophie shook her head, "No," she said simply, watching him a little warily… she'd been so relieved earlier she hadn't noticed that he was so on edge.

"That thing killed hundreds of people!"

"It's not the one pointing a gun at us," Rose stated coldly, glancing briefly over at Sophie when the brunette took a step towards the Time Lord.

"I've got to do this. I've got to end it. The Daleks destroyed my home, my people. I've got nothing left. Annie, trust me… I've got to do this," he said his voice desperate.

Sophie swallowed, hurting for him… at the deep well of pain in his eyes, "I do," she assured him softly, her eyes still locked on his, "Just please look at it… really look at it. Then… if you still decide that you need to do this… then I won't stop you,"

"Sophie!" Rose protested, not at all sure that she trusted that the Doctor would choose not to kill the Dalek… not with the state he was in.

The Doctor swallowed thickly, his cheat heaving, "You really think, that just looking at it will make a difference?"

Sophie nodded, "Yeah… I really do," she said earnestly.

The Doctor stared at her a moment longer, a tick going in his jaw as he clenched it tightly. His fingers twitching over the weapon he was holding… before he released a shaky breath and nodded.

Sophie shifted aside to allow him to see the creature.

The Doctor stared at it not comprehending what he was seeing at first, it was such a strange none Dalek thing it was doing, "What's it doing?" he asked his voice strained.

"The sunlight… it just wanted to feel warm… and free," Sophie murmured.

"But it can't…" Doctor confused

"It couldn't kill Van Statten, it couldn't kill Sophie, it's changing. What about you Doctor? What the hell are you changing into?" Rose asked shrilly, rather shaken by what she'd just seen of the Doctor.

The Doctor stared at the Dalek that was extending a feeler towards the sun… he turned his gaze to the gun and practically dropped it as he realized he was still aiming it towards his companions… he swallowed thickly against tears feeling completely lost in the face of what he was witnessing, "I couldn't…" he said haltingly, "I wasn't…" he glanced back over at the Dalek then back at Sophie and Rose.

"Oh Annie, Rose. They're all dead," Sophie shifted wanting to comfort, but not sure if he'd welcome touch… his mind felt so raw… so much pain… she let out a small 'oof' of surprise when she found herself in a tight hug, the Time Lord having made the decision for her… or maybe she'd accidentally projected her desire. She was still getting the hang of it after all.

"Why do we survive?" the voice of the Dalek drew the trio's attention.

The Doctor shifted slightly, lifting his head from where he'd buried it in Sophie's hair, but didn't release her from his arms… he couldn't bring himself too. It was reassuring, to feel physical proof that she was really standing in front of him.

That the feel of her consciousness brushing against his was real. That the Dalek really hadn't killed her.

"I don't know," he replied honestly.

"I… am the… last of… the Daleks," it proclaimed, it's voice laboured now.

"You're not even that. Rose did more than regenerate you. You absorbed her DNA. You're mutating," the Doctor told it.

"Into what?"

The Doctor shook his head, holding Sophie a little tighter, "Something new. I'm sorry,"

"Isn't that better?" Rose asked confused, anything that made it not want to kill and destroy had to be good, right?

The Doctor shook his head, "Not for a Dalek,"

"I can feel so many ideas. So much darkness… Rose… give me orders! Order me to die," the Dalek plead with its creator, closing its single eye.

"I can't do that," Rose said as she watched it sadly.

"This is not life. This is sickness. I shall not be like you. Order my destruction! Obey! Obey! Obey!" the Dalek pleaded, it's voice getting hysteric once more.

Sophie glanced over at Rose, offering her a sad smile from where she still stood hugging the Time Lord.

"Do it," Rose finally conceded, her heart feeling heavy with a mix of pity and disgust for the creature that hated everything else so much, that it couldn't stand to live with feelings.

"Are you frightened, Rose Tyler?"

Rose nodded, "Yeah," she rasped out, her mouth feeling thick.

"So am I," the Dalek admitted, "Exterminate," it cried.

Sophie looked away, burying her face in the Doctor's chest as the Dalek exploded inside the sphere it had created out of it armour… disappearing like it hadn't existed at all.

 ***O*O*O***

"Little piece of home. Better than nothing," the Doctor murmured as he, Sophie and Rose stood before the Tardis. A hand resting on its familiar wood.

"Is that the end of it? The Time War?" Rose asked.

"I'm the only one left. I win. How about that," he said trying to sound happy, but not really feeling it. The Time War may have ended, but a tiny piece of it had almost taken one of his companions today, before he even realized he was going to he reached over the short space between himself and the brunette and grasped her gloved hand in his own, needing further reassurance that she was really still there… his lips curling upwards as she gave his hand a brief squeeze in response. She was getting better at the 'social queue' thing as she called it.

"The Dalek survived… maybe some of your people did too," Rose offered in an attempt to console the Time Lord.

The Doctor shook his head sadly, "I'd know. In here," he gestured at his head, "Feels like there's no one there," he glanced over at Sophie again, his hand tightening a little more for a moment. His mind reaching to brush against hers… grateful for the small lessoning of the loneliness he felt as the small warm telepathic consciousness caressed against his own.

Sophie lifted her gaze to his face as she felt him brush against her mind, that warm little 'hello' and with a careful effort she did her best to copy his action and earned another squeeze of her hand and a small smile.

Rose stared at the two, seeing something pass between them, but not knowing what, she simply smiled at them slightly, "Well, it's a good thing neither of us is going anywhere," she announced.

"Yeah,"

Sophie nodded her agreement, looking fondly up at the Tardis, before turning to look at the Doctor, "Not even that nickname could keep me away," she reminded him with a small teasing smile.

And the Doctor grinned.

"We'd better get out," Adam called over to the trio drawing their attention to him as he jogged up to meet them, "Van Statten's disappeared… they're closing down the base,"

"One of the best things I've heard all day," Sophie muttered as she shifted to accommodate the Doctor's motion as he'd turned to face Adam, but hadn't released her hand.

"Goddard says they're going to fill it full of cement! Like it never existed!" Adam carried on.

"About time," Rose muttered as vehemently as Sophie had.

"I'll have to go back home," Adam said with disappointment.

The Doctor shrugged unmoved, "Better hurry up then. Next flight to Heathrow leaves at 1500 hours,"

Rose turned to the Doctor, her eyes hopeful, "Adam was saying that all his life he's wanted to see the stars…" she hinted at him heavily.

The Doctor grimaced, "Tell him to go and stand outside, then,"

"He's all on his own, Doctor. And he did help," Rose pleaded.

"He left Sophie down there!" the Doctor protested.

"So, did you!" Rose shot back.

"What are you talking about? We've got to leave!" Adam reminded them.

The Doctor frowned doubtfully at Adam before turning his gaze back to Rose, "He's a bit pretty,"

Rose gave him an innocent look, "I hadn't noticed,"

Sophie made a small face, "He's a bit of a killjoy," she reminded her blond friend, slight distaste in her tone.

Rose shrugged, "Nice bum though,"

The Doctor glanced between the two of them, before settling on Rose who noticing his gaze back on her, focused her puppy dog eyes on him again. He huffed out a breath and rolled his eyes as he turned away from the blond, "On your own head," he called over his shoulder to her making the blond beam at his back.

"What are you doing? She said 'cement'. She wasn't joking, we're going to get sealed in,"

Adam told them as he stared bewildered as the trio disappeared into the blue box that looked rather small to fit three… let alone four.

"Doctor?" he asked now sounding concerned for their sanity as he approached the door, "What're you doing standing inside a box?" he paused, "Rose?... Sophie?" he called next when no answer was forth coming… he peered inside and gaped as he stepped over the threshold and into the blue box… that wasn't a blue box.


	7. Chapter 7 The Long Game

**Disclaimer:** I don't own Doctor Who. Just my o/c Sophie.

 **A/N:** Thank you to everyone who followed/favourited and reviewed last chapter and thanks to **Maethoriel Artemis** for helping me out again.

I actually have a question for you all this time. Just a small one. I was wondering if you guys liked the chapters to be this long, or if you would like it if I split them up a bit so that they are a bit shorter?

 **CHAPTER 7**

 **The Long Game**

Sophie shifted around the kitchen, placing her cereal bowl in the sink, before she turned to pull down a mug, whilst simultaneous pressing a button on the coffee machine. She turned back to the sink so that she could wash her used breakfast dishes, only to blink at the empty space they'd been a moment ago.

"Right," she muttered lowly as her brain that was still waking up connected the dots, "Thanks Sexy,"

"What's she done?" the Doctor asked curiously as he stepped into the kitchen, glancing about to see if anything noteworthy had changed since he'd last stepped into the space.

Sophie glanced over at him as she prepped her mug whilst the coffee machine did its thing, "She did the dishes,"

The Doctor grinned, "She does that," he agreed giving the island he was standing beside a fond pat.

"Coffee?" Sophie asked after a brief uncertain hesitation.

He shrugged, "Sure,"

"Just milk, right?" Sophie queried as she glanced back over her shoulder at him as she reached for another mug.

"Yep,"

A short moment later and Sophie was handing the Doctor a mug who accepted it with a murmur of thanks, before shifting back a little so that she could slide up onto one of the stools by the island, the Doctor moved to occupy the one beside her, watching her a little contemplatively as she took a sip of the hot liquid in her mug.

"Annie," he began drawing Sophie's attention back to him, her eyes curious, having heard the beginning of a question in his tone.

"Doctor! Sophie!" Rose's voice interrupted before the Doctor could say anything else. The two at the kitchen island turning to look at the blond who was standing in the doorway, "You two haven't seen Adam around have you?" she asked.

"Not since the console room," Sophie replied with a small shrug, before raising her mug to her lips again.

Rose turned her gaze to the Doctor.

"Nope. Haven't seen him," he responded with a cheery note to his voice, that had the blond shooting him a look, which he ignored as he too took another sip of his coffee completely unconcerned.

Rose frowned, "I think he's gotten lost," she explained with concern.

"You better go look for him then," the Doctor responded still unconcerned. His Old Girl wouldn't let anything too bad happen to passenger on board.

"What do you think I have been doing?" Rose shot back a little annoyed at his glib attitude.

Sophie frowned a little confused, "But… wouldn't the Tardis just… show him the way back to the console room or something?"

"If he thought to ask," the Doctor replied, "Did you tell him that the ships sentient,"

Rose nodded, "I told him… all he had to do was ask if he got turned around – what… what if he got tossed out an airlock or something?"

"Impossible," the Doctor denied, "She doesn't have an airlock,"

"Then why can't I find him?" Rose challenged.

The Doctor shrugged, "How should I know? Have you checked in the broom cupboard?"

Rose scowled at him in growing irritation, why wasn't he taking this seriously, "Adam is missing Doctor!" she growled, annoyed at how little he seemed to care.

"He'll turn up again. They always do," he said glibly, before draining the last of his coffee.

The blond glared, "Oh, people go missing often in your ship do they Doctor!"

He blinked, "No, but when they do they always turn up again… the Tardis is just playing a little," he tried to sooth when Rose continued to glare.

"Oh, your ship loses people inside her for fun, does it?!" Rose demanded to know incredulously.

"Well, only when she doesn't like them. So, your fine," the Doctor assured her.

Rose faltered a little, some of the wind leaving her sails at the compliment, "Well, that's not the point," she muttered, before sighing out a breath, "Look, can you at least help me look for him,"

"I did say that he was your responsibility," the Doctor responded firmly.

"Soph?" Rose asked hopefully, dismissing the Doctor as a lost cause.

Sophie huffed out a breath, before draining the last of her mug, "Yeah, I'll help," she agreed with a small amount of reluctance, earning a beaming grin from the blond.

"Actually," the Doctor said making Sophie pause in getting off her stool, "I was about to ask Annie for a favour,"

Rose pinned him with a look, "You just want me to look by myself," She accused without much heat.

The Doctor shrugged, "Your responsibility," he reminded, neither confirming or denying her suspicion.

Rose huffed and pointed a finger at him, "I'll remember this," she promised, the tiniest of quirks to her lips.

The Doctor grinned, "I'm sure you will," he responded and watched as the blond turned on her heel and marched back out of the kitchen. His expression turned thoughtful, "I do wonder what he did to get on the Old Girl's bad side,"

"So… she really doesn't like him?" Sophie asked as she got up off the stool and made for the sink her mug in hand.

"She's a sentient being, can't expect her to like everyone… but normally she only messes with them like this if they've done something to set her off,"

"What could he have done that'd make the Tardis 'lose' him?" Sophie asked curiously.

The Doctor shrugged again, "Dunno… could have been a few things… maybe he insulted her," he suggested, "Last person who did that ended up falling through the floor and landed in the pool, took him two days to find his way back out again," the Doctor took in Sophie's expression, "Don't worry, the Tardis likes Rose. She'll let her find him… she might just give her a bit of a run around first,"

Sophie gave him a look… there was something in his expression… she wasn't sure what it was but… "He's in a broom cupboard isn't he,"

The Doctor's lips twitched, "Might be…either that, or the pool,"

Sophie shook her head at him a little bemused, before she eyed him curious again, "So, did you really have a favour to ask, or did you really just want Rose to search on her own?"

"It's more of a question really," the Doctor corrected and Sophie cocked her head at him in silent question.

 ***O*O*O***

"You know," Sophie said from where she sat on the bed in the med-bay, her feet only just scrapping the floor as they dangled over the side as she watched the Doctor a little bemused, "When you asked if you could run a few scans. I didn't think you meant with the sonic," she mused as the Doctor aimed the sonic screwdriver at her again and it buzzed the tip flashing briefly as it captured some more data.

The Doctor glanced up from the new set of readings he'd gotten, "Why? What did you think I was going to scan you with?" he asked curious.

Sophie shrugged a little, "I don't know… something more like an MRI or X-ray type machine… how does a sonic screwdriver take scans anyway?"

The Doctor gave her a slightly smug smile, "It just does… can't beat a sonic screwdriver," he replied with a smirk, before he turned his attention back to his sonic screwdriver… analysing the new information it was giving him.

She watched as the Doctor frowned at his sonic very slightly, and gave it a bit of a shake, before pointing it at her and scanning again, "What?"

The Doctor glanced over at her, "Nothing," she gave him a look, "Just some of the readings overlapped, had to scan again," he expounded in response.

"Oh," Sophie murmured, "So, what are they telling you?" she asked curiously.

"That you're a healthy 23-year-old human female," the Doctor replied as he tucked his sonic away.

"So, no great big sign saying 'reason for visions here'," Sophie quipped.

"Nope. No great big signs," the Doctor agreed, "The only thing that was really above human norms was here," he gestured at her head, "But with your telepathy, completely expected," he told her as he helped her down off the bed, "Right, well, we're all done here. So, you can go help Rose search for Adam now, if you like," he told her, swallowing down a grimace at the idea, "I just need to make sure the scans made it into the mainframe,"

Sophie shrugged, "Alright," she muttered, eyeing him a little curiously before she stepped out into the corridor.

The Doctor waited until the door closed behind her before he moved to the monitor, bringing up the information his scans had compiled… a small frustrated frown furrowing his brow as he looked them over again.

There was a couple of anomalies, but really, everyone had a couple of those in their makeup… but nothing stood out to him not like her brain, the higher brainwaves… it tickled something in his mind… made him think that he should be connecting some kind of dots that'd shed some light on just why the little enigma could do what she could do… but it was elusive… and he had no idea where it came from.

He tugged at his ear as he stared at the readings a couple of moments longer before he sighed out a breath as he shut off the monitor, trusting the Tardis to keep the information safe. He'd come back to it later, after he'd had a good chance to really think about what it was he was seeing… or wasn't seeing.

For now, if he wasn't mistaken, an idiot was about to be found in broom cupboard nine.

 ***O*O*O***

The Doctor stepped out of the Tardis, Sophie and Rose behind him, Adam, by the request of the blond was waiting nervously in the console room.

Honestly, he didn't understand Rose's taste in men…and if Sophie's expression was anything to go by, she didn't understand it either. Still, he'd agreed so, after the door shut behind Sophie he began.

"So, it's the year 200 000, it's a spaceship… no wait a minute, space station, and uh… go and try that gate over there," he nodded at the afore mentioned gate, "Off you go!' he urged as he leaned back against the Tardis to patiently wait.

"200 000?" Rose questioned.

"200 000," the Doctor confirmed.

"Kay," Rose said with a grin, before she opened the Tardis door once more and popped her head back inside to call Adam out of the ship, "Adam? Out you come,"

Adam stepped out of the Tardis, mouth agape as he stared at the strange new surroundings… he hadn't believed it when he'd been told… and yet here he was… proof that they'd just travelled through time and space! "Oh my God!" he breathed.

Rose grinned, "Don't worry, you'll get used to it," she assured.

"Where are we?" Adam asked still gaping at everything around him.

"Good question. Let's see. So, um… judging by the architecture, I'd say we're around the year 200 000," Rose explained with a knowledgeable air.

Sophie smiled at her blond friend, glad that she was enjoying herself. She just didn't understand why it had been so important to the other woman to be able to get the chance to impress Adam, who was still rather a killjoy in her opinion. It just seemed odd to her, especially when the blond had a boyfriend who cared for her deeply back on Earth…

"We're on some sort of space station. Yeah. Definitely a space station," Rose continued, "It's a bit warm in here, they could turn the heating down… tell you what, let's try that gate. Come on!"

Sophie fell into step with the Doctor as they followed Rose and Adam through the gate, her gloved fingers toying with the hem of the jacket she was wearing. Her friend wasn't wrong, it was definitely warm on this space station.

She was distracted from her thoughts on the heat of the place as she glanced out the window of the observation deck and her eyes landed on the Earth… it was just as beautiful and awe inspiring as when she'd first seen it back on Platform One.

"…I'll let the Doctor describe it," she heard Rose murmur, evidently feeling just as awed by the sight as she was.

The Doctor smiled at his two companions, before focusing his gaze on the Earth, "The Fourth Great and Bountiful Human Empire," he stepped up between Sophie and Rose, "And there it is. Planet Earth at its height. Covered in mega-cities, five moons – population 96 billion. The hub of a galactic domain, stretching across a million planets, a million species – with mankind right in the middle,"

Behind them Adam let out a girlish sigh as he fainted dead away and collapsed into a heap on the floor.

Sophie blinked and glanced down at him mildly surprised, whilst The Doctor rolled his eyes in exasperation, "He's your boyfriend," he told Rose without bothering to even look back at the idiot pretty boy.

Rose shook her head, her mouth curving downward in disappointment, "Not anymore,"

"Um, someone should probably help him up," Sophie muttered after a moment.

Rose rolled her eyes at the pointed look the Doctor shot her at that, "Yeah, alright. My responsibility," she grumbled as she moved to squat beside the unconscious lump that she'd had such high hopes for…

 ***O*O*O***

"Come on, Adam. Open your mind," the Doctor said cheerily, an arm draped over the boy's shoulder so that he could help steer the still somewhat shaken boy along, "You're gonna like this, fantastic period of history. The human race at its most intelligent – culture, art, politics. This era has got fine food, good manners…"

"Out of the way!" A man rudely shouted as he bustled passed the trio.

"Really feeling the good manners," Sophie stated flatly as the floor bustled to life in a wave of noise and hustle and bustle and people began jostling each other to get into a queue for the food stalls that had gone up and a man behind one shouted at them.

The Doctor shrugged as he looked about the floor bemused and slightly taken aback by what he was seeing.

"Fine cuisine?" Rose asked as she turned back to the Doctor from where she'd been examining the fast food that was on offer.

"My watch must be wrong," the Doctor muttered and checked his watch, "No, it's fine… weird,"

"That's what comes of showing off. Your histories not as good as you thought it was," Rose said.

"My history is perfect," the Doctor insisted.

"Then the definition of good manners and fine cuisine has gone backwards, by a lot, in the year 200 000," Sophie replied her tone dry as she continued to observe the chaos around them, stepping out of the way of another man as he bustled passed them with no mind to who he'd bump into.

The Doctor nodded as he too continued to look about them, but before he could say anything Adam spoke up for the first time since they'd stepped out of the observation deck.

"They're all human. What about the millions of planets? The millions of species? Where are they?" he asked.

"Good question. Actually, that _is_ a good question," the Doctor said mildly surprised that Adam had said something useful. He threw his arm jovially back around the younger man's shoulders, "Adam me' old mate, you must be starving,"

Adam shook his head, feeling a bit sick at even the thought of trying to eat at the moment, "No, I'm just a bit time sick,"

"Nah, you just need a bit of grub," the Doctor insisted, he turned to the chef in the closest food stall, "Oi, mate! How much is a kronk-burger?"

"Two credits twenty, sweetheart. Now, join, the queue,"

"Money. We need money," the Doctor muttered patting at his pockets and looking around.

Sophie stared at the back of the Doctor's head both curious and bemused by his sudden about face as he led them over to a cash point.

"Have to use a cash point," he muttered to them as he pulled his sonic screwdriver out of his pocket and pointed it at the machine. He pushed a button and with a single buzz a light on the machine flashed and two metal strips fell out and into the Doctor's waiting hands. He turned back to Adam and handed him one, "There you go – pocket money. Don't spend it all on sweets," he warned cheerily, before he turned to Sophie and took her hand preparing to walk off.

"How does it work?" Adam asked calling him back.

The Doctor turned back to him, "Go and find out! Stop nagging me! The thing is, Adam, time travel's like visiting Paris. You can't just read the guide book, you've got to throw yourself in. Eat the food, use the wrong verbs, get charged double and end up kissing complete strangers,"

Rose laughed, Sophie raised a bemused brow and Adam just stared at him with a frown.

"…Or is that just me? Stop asking questions, go on, do it!" he said with a shooing motion, "Off you go then! Your first date,"

Rose shot him a frown, "You're going to get a smack you are,"

"Keep a better eye on him this time yeah? I'm not searching the entirety of this station for your boyfriend," he warned as Rose headed off after Adam.

"Yeah well, don't go getting the Space-Cadet into trouble," Rose called back as a parting shot, before she jogged a couple of steps to catch up to Adam.

The Doctor turned to look at Sophie again, "Right then, let's be off, shall we?" he said as he began walking, his hand tightening around hers slightly as they headed off into the crowd.

"And just where are we going off too?" Sophie asked as they walked.

"Well for now… just over there," the Doctor said as he pointed to a small shop that was just outside of the food court they were in.

Sophie followed the direction of his finger and blinked at the shop her gaze landed on, "A mobile phone shop?"

"Exactly. We need to replace yours," the Doctor said firmly, really he should have made her replace it after Platform One, and after what happened in Van Statten's museum he didn't want to be without a way to contact her again.

Sophie shot him a look, "I don't exactly have any money," she reminded.

"That's why I got this," The Doctor waved the second credit stick he'd gotten from the cash point, "I blew up your old phone. It's only right I replace it,"

"Well I," Sophie hesitated a little uncertain. She'd always paid her own way… from the moment she'd left the orphanage…

"I insist," the Doctor said firmly, but with a kind smile.

"…Alright," Sophie acquiesced, with an embarrassed flush as her heart beat oddly in her chest again.

The Doctor nodded as he led them on, a satisfied smile curling up his lips now.

 ***O*O*O***

"So, this is a mobile in the year 200 000," Sophie murmured as they stepped back out of the shop, turning the small device that looked kind of like what she was used to see in 2005, but at the same time not at all, around in her hands looking it over curiously.

It was the closest they'd found to what was available in her home century, "I thought the ones back home where small, but this is… small on a whole new level," she mused. She handed it over to the Doctor as he held out his hand for it, sonic screwdriver in the other.

"Yep," the Doctor agreed as he fiddled with the phone, his sonic whirling as he worked his 'jiggery pokery' on it, "Just take care not to wave it around to much back in the 21st century," he warned.

"Wasn't planning on waving at people with it," Sophie responded.

The Doctor shot her a small smile amused by her cheek, "Ah – there we are," he declared and tucked his sonic away as he clicked the pieces back together.

"It has a holographic keyboard," Sophie muttered as the Doctor fiddled with it a bit more making said keyboard light up.

"Yep," he agreed again with a grin, "And when you want to call handsfree you just stick this little bit in your ear," he showed her pulling a small ear piece from where it had been slotted into the phone to show her, before slotting it back.

Sophie accepted the phone back and tucked it away in a pocket, "So, now that that's taken care of. What's next?"

"Now Annie-Girl, we find out why good manners and fine cuisine have gone backwards," he declared with a grin. His hand slipped into her gloved one again and then they were off back across the food court.

Sophie caught a brief glimpse of her blond friend as they crossed the court. She caught a brief glimpse of the other woman's crestfallen expression and frowned slightly confused. Rose had been all too eager to spend time with Adam earlier… she sighed out a quiet breath as she lost sight of the blond as the crowds shifted again. It seemed that she'd missed something again… or maybe the 'killjoy' had said something to upset her.

Sophie didn't get to ponder over the change in Rose's behaviour long as she followed the Doctor over to two well-dressed women that were in the middle of a conversation.

"Erm…" the Doctor began drawing their attention, "This is going to sound daft, but can you tell us where we are?"

The woman in a business suit jacket sent them a slightly odd look, before she gestured at a sign on the wall, "Floor 139… could they write it any bigger?" she replied with impatient sarcasm.

Sophie glanced over at the sign and shrugged, "Probably," the woman in the colourful shirt glanced down as she tried to hide an amused smile and the one who'd spoken shot her a strange look.

Sophie felt her cheeks heat slightly… had she just put her foot in her mouth again somehow? Oh, she belatedly realized and glanced over at the Doctor who was giving her a fondly amused look.

' _That was rhetorical, wasn't it?'_ she projected at him, shifting a little in her embarrassment.

' _Just a bit,'_ the Doctor responded, _'You're getting better,'_ he told her as he brushed his arm against hers reassuringly and Sophie gave him a small grateful smile in response, before he turned his attention back to the two women, "Floor 139 of what?"

The woman in the suit jacket continued to eye them critically, "Must've been a hell of a party,"

"Oh, you're on Satellite Five," the other woman said with a kind smile.

"What's Satellite Five?"

"Come on, how could you get on board without knowing where you are?" the first woman grumbled, her patience thinning further at the increasingly nonsensical line of questioning.

The Doctor merely smiled, "Look at me, I'm stupid," he said pleasantly only to catch sight of Sophie nodding her agreement without so much as a hesitation. _'Oi!'_ he objected with a mental pout in her direction.

' _I'm Just following your lead,'_ Sophie assured, her tone teasing.

The Doctor couldn't help but smile at that, glad that she hadn't backtracked into her shell after her small slip.

"Hang on, wait a minute, are you two a test?" the woman in the colourful shirt asked, sudden realization in her gaze as she stared at the two in front of her, "Some sort of management test kind of thing?"

"You've got us. Well done," the Doctor said happily going with the readymade excuse as he reached into his pocket and pulled out the physic paper and flashed it at them.

"We were warned about this in basic training. All workers have to be versed in company promotion," the woman in the colourful shirt reminded her companion.

The woman in the brown suit jacket nodded, her entire demeanour shifting from annoyed and impatient to politely professional with the assumption that the two in front of them weren't just a couple of oddballs after all, "Right. Fire away, ask your questions. If it gets me to Floor 500 I'll do anything,"

"Why what happens on Floor 500?" the Doctor asked curious at the woman's fervour.

"The walls are made of gold," the woman stated.

Sophie frowned slightly, "Why does that matter?"

"Because it does," she responded like it was the most obvious thing in the world, before smiling at the two of them, "And you should know Mr and Mrs Management,"

"Miss," Sophie corrected, her mouth moving before she'd given it permission to, "It's Miss," she muttered under the even, but badly concealed irritated stare that the woman was now levelling her with, like she wasn't sure why she was bothering to correct her… Sophie resisted the urge to sigh as her hand came up to play with the ends of her hair… had she missed something again? Or was the woman just impatient and rude?

"Right… of course Miss," the woman muttered, before clearing her throat and forcing another beaming smile, reminding herself that they were management and evidently sent to test them on more than just protocol. Dealing with somewhat difficult personal was a big part of the business and quirks needed to be handled accordingly.

Beside her the woman in the colourful shirt offered a small apologetic smile on behalf of the more abrasive business woman.

Sophie returned it gratefully, her mind easing further as she felt the Doctor's warm consciousness brush against her own in a reassuring caress… ok so not her. Good.

"So… this is what we do," the woman carried on with her spiel as she led them over to a set of screens.

"Latest news… sandstorms on the new Venus archipelago. Two hundred dead. Glasgow water riots into their third day… space lane 37 closed by sunspot activity. And over on the Bad Wolf channel, the Face of Boe has just announced he's pregnant,"

"I get it. You broadcast the news,"

The woman smirked, "We are the news. We're the journalists. We write it package it and sell it,"

 ***O*O*O***

On the highest level of the satellite a pale man stood in the dank oppressive space, his eyes on a monitor as a camera on level 139 followed a group of four. His expression thoughtful as he stared at them.

"Six hundred channels all coming out of Satellite Five, broadcasting everywhere," one of the women's voice came through the monitor he was staring at.

"Something… is wrong," he decided, "Something fictional," he bent over a man that had ice collating on his body as he sat at one of the computers and pointed at the monitor that was showing live footage of the four, "Those people,"

"Nothing happens in the whole of the human empire without it going through us," the woman boasted knowledgably as she addressed the other three the pale man could see on the monitor.

"Security check. Go deep," he ordered his underling, his gaze still fixed on the monitor.

 ***O*O*O***

"Oi! Mutt and Jeff! Over here!" the Doctor called as the food court emptied in a hurry in response to an alarm that had sounded moments prior.

Sophie coughed as she choked on air.

The Doctor turned to look at her with a delighted smile even as he gave her a couple of solid pats on the back, "You know them?"

"I may have seen an old comic strip or two in passing," Sophie admitted, "I do a lot of reading,"

"Fantastic," he beamed thrilled that she'd understood the reference.

Sophie raised a brow at him, "Which was Mutt and which was Jeff?" she asked.

The Doctor grinned, "Which do you think?" he asked jovially.

Sophie shook her head at him, her lips twitching, "She really is going to smack you one day, ya know,"

"Nah, she won't," the Doctor replied confidently, even as he eyed the approaching blond a little worriedly.

Behind Rose, whilst no one was watching Adam slipped the mobile Rose had lent him to call home into his pocket, before he quickened his pace to catch up with the pretty blond.

 ***O*O*O***

"Security check cleared," the computer announced once it had finished running its scan.

The pale man scowled at it, "No, something's wrong. I can taste it. Tiny little shift in the information. Someone down there shouldn't be here," he said as he stared at the live feed on the monitor that showed the group that had grown by two to make six now, "Double check. Triple check. Follow them," he ordered as the group began to move, determined to find the discrepancy… the blip in the data flow.

 ***O*O*O***

Sophie fanned herself a little with her hand as the four of them watched from the sidelines as six others piled into the room, each of them moving towards a seat at the octagonal platform where the woman in the suit jacket stood in the middle waiting a little impatiently for her team to get settled. It really was warm.

For a moment, she considered taking off the jacket and just relying on her gloves, but swiftly dismissed the idea. It wasn't that uncomfortable, not yet, but it did make her wonder… why was it so warm?

"Now. Everybody behave. We have a management inspection," the woman turned to the Doctor, "How do you want it? By the book?"

"Oh, right from scratch, thanks," the Doctor replied and shared an amused smirk with Sophie and Rose as the woman turned away to address her team again.

"Ok. So, ladies, gentlemen, multi-sex, undecided or robot, my name is Cathica Santini Kadainy. That's Cathica with a 'C', in case you want to write to Floor 500 praising me, and please… do…"

Rose leaned a little closer to Sophie, "Is she for real?" she whispered.

"Yep," Sophie responded whilst the Doctor grinned at the driven woman and gave a noncommittal jerk of his head to keep their cover going.

"Now, please feel free to ask any questions. The process of news gathering must be open, honest, and be non-biased. That's company policy," she recited and turned to smile at the members of management once again and was thrilled to receive a nod.

"Actually… it's the law," the woman that'd been with Cathica earlier corrected with a smile.

"Yes, thank you, Suki," Cathica shot the woman down with irritation at being shown up even just a little, and the smile slid right off Suki's face.

"Okay, keep it calm," Cathica switched back to her professional persona, irritation leaving her as she moved to lay down on the large chair, "Don't show off for the guests… here we go," she got comfortable and situated on the padded seat, "And… engage safety…" she ordered and as one the staff seated around the octagonal platform moved their hands over the pads in front of them.

Cathica clicked her fingers and Sophie stared shocked and alarmed as a door opened up in the woman's forehead revealing a small portion of her brain, _'Please tell me that doesn't become normal in the year 200 000,'_ she thought grimacing at the very idea of a doorway into your brain becoming a new thing.

' _It's not supposed to be,'_ came an unexpected response from the Doctor.

Sophie blinked and blanched the tiniest bit, _'Oops!'_ she heard a mental chuckle from the Doctor in return and huffed out a small breath. At least he found her accidental projections amusing.

"3… 2… and spike," Cathica ordered and Sophie forgot her mild embarrassment as a blue beam of light spiked into her brain through the door that she had opened with a click of her fingers.

"Compressed information, streaming into her," the Doctor informed them, his earlier amusement at Sophie's little slip gone as he watched what was happening, "Reports from every city, every country, every planet, and they all get packaged inside her head. She becomes part of the software. Her brain is the computer,"

"If it all goes through her, she must be a genius," Rose murmured.

"Nah, she wouldn't remember any. There's too much, her head would blow up," he stated as he began to walk around the side of the room.

"And yet they still sit there and let that energy beam hit their brain?" Sophie muttered eyeing Cathica worriedly as she and Rose followed the Doctor, leaving Adam who was watching with fascination, completely unaware of the conversation happening around him in his trance.

"The brain's the processor. As soon as it closes, she forgets – stops her brain from exploding," the Doctor explained.

Sophie nodded, but still watched dubiously as the process continued.

"So, what about all these people round the edge?" Rose asked indicating those seated around the platform.

"They've all got tiny little chips in their head, connecting them to her, and they transmit 600 channels. Every single fact in the Empire beams out of this place," he told them as he slowly finished his circuit Sophie and Rose a step behind him and they came to a stop next to Adam who was barely aware that they'd moved around him as they re-joined him in leaning against the railing, "Now, that's what I call power,"

 ***O*O*O***

"Analysis confirmed. Security breech,"

"I knew it!" the pale man declared gleefully, "Which one? It's someone inside that room, which one?" he asked and watched as the camera focused on each person in the spike room individually.

"Isolating breech,"

"Come on, show me. Who is it?" he murmured impatient in his gleeful excitement, watching with interest as the camera focused on a curly haired brunette, a man in a short-sleeved shirt, a blond, and a man in a leather coat…

 ***O*O*O***

"You alright?" Rose asked Adam, mildly concerned about how quiet he was being.

"I can see her brain," Adam murmured, not lifting his eyes from Cathica.

"Definite creep factor there," Sophie agreed, misinterpreting his meaning.

"Do you want to get out?" Rose offered only slightly reluctant.

"No… no," Adam denied with a shake of his head, "This technology, it's… it's amazing," he breathed and Sophie and Rose exchanged sceptical looks.

"This technology's wrong," the Doctor corrected, drawing their attention.

"Trouble?"

The Doctor smiled as he turned his gaze on his two companions paying no mind to Adam who was once again staring at Cathica, "Oh yeah,"

A shudder ran through the system and Suki twitched.

 ***O*O*O***

"That's it!" the pale man pointed at the monitor as he laughed in triumph, "Yes! She's the liar," he crowed as he stared at the young woman that was now the focus of the camera, "Intercept and scan. Gotcha."

 ***O*O*O***

Suki gasped as a small shock zinged through her, surprising her enough to lift her hands away from the pad, disrupting the stream, forcing the others seated around the platform to lift their hands away.

The door in Cathica's forehead closed and she sat up annoyed as she pinned Suki with a glare, "Come off it, Suki, I wasn't even halfway, what was that for?" she asked suspicious for an attempt at sabotaging her chances of the promotion she was dying for.

Suki shrugged confused herself as she rubbed her hands as the feel of the shock lingered over her palms, "Sorry, must have been a glitch…" she apologized as Cathica swung herself up and out of the chair.

 ***O*O*O***

"Her information's been tampered with," the pale man muttered as he stared at Suki's image on the monitor intently, "There's a second biography hidden underneath," A roar from above him, had him wincing a little, before he spun around and turned his gaze up to the ceiling, "Yes, sir?" There was another roar.

"Absolutely, sir. Yeah, well – her data was encrypted so there was no way we could've found her sooner," he explained only to wince again as this time the roar he received was angry, "Yeah, I… sorry, sir," he gave the ceiling a thumbs up.

"Absolutely," he agreed before he turned to a woman that was sitting at another computer, "Get her up here. Now," he demanded.

 ***O*O*O***

"Promotion," a voice over a loudspeaker announced as a wall lit up with a projection.

Immediately Cathica squeezed her eyes shut and clasped her hands together as she began to pray and pray hard, "This is it. Come on. God, make it me. Come on, say my name," completely oblivious to the mildly concerned looks she was receiving from the 'managerial' guests she'd been trying to show off to, "Say my name, say my name…" she chanted before opening her eyes waiting with baited breath.

"Promotion for… Suki Macrae Cantrell," the amplified voice over the loudspeaker announced, the name flashing brightly across the projection on the wall. Cathica's face crumpled with disappointed disbelief, whilst Suki's mouth dropped open in stunned shock and excitement.

"Please proceed to Floor 500," the voice finished its announcement.

Suki stood her eyes still glued to the projection that was displaying her name, "I don't believe it… Floor 500…" she breathed awed.

"How the hell did you manage that?" Cathica demanded to know upset and incredulous that she'd been passed over again, "I'm above you!"

"I don't know, I just applied on the off-chance… and they've said yes!" Suki exclaimed happily.

"That's so not fair," Cathica whined as she crossed her arms over her chest, "I've been applying to Floor 500 for three years!"

"What's Floor 500?" Rose asked the Doctor quietly.

"The walls are made of gold," he replied a little grimly.

 ***O*O*O***

The Doctor, Sophie, Rose and a reluctant and a begrudging Cathica walked an exuberant Suki towards the lift.

"Cathica, I'm gonna miss you!" Suki exclaimed and Cathica rolled her eyes ill-temperedly as Suki turned to face the Doctor and Sophie, "Thank you!" she beamed.

"I didn't do anything," he protested gently.

"Well, you two are my lucky charms!" Suki beamed giddily.

The Doctor shrugged, "All right! I'll hug anyone!" he said agreeably.

Cathica looked away with a scowl resentment bubbling towards her cheery co-worker.

Suki giggled as she hugged him for a brief moment before turning to curly haired brunette to pull her into a hug too only to pause at the slightly uncomfortable look in the curly haired brunette's blue eyes and so instead extended a hand for the other woman to shake.

Sophie released a slightly relieved breath as she took the hand and gave it a shake. She was still getting used to receiving and returning hugs from the Doctor and Rose… she wasn't quite ready to accept one from someone she didn't know at all, "I didn't do anything either,"

"Lucky charms," Suki beamed again.

Rose who'd just noticed that Adam wasn't with them glanced around and spotted him sitting a short distance away from them, a slightly distant look in his eyes. She heaved a soft sigh and moved towards him feeling a flash of sympathy remembering how overwhelming she'd found her own first trip…

"Oh, my God, I've got to go, I can't keep them waiting…" she fretted as she picked up her bag, and rushed towards the lift, "I'm sorry!" she said as the lift pinged open and she stepped inside, "Say goodbye to Steve for me," she asked of Cathica. The doors of the lift began to close, "Bye!"

Cathica looked away sourly, "Good riddance," she muttered.

The Doctor turned his gaze from the lift to stare at the disgruntled career driven woman, "You're talking like you'll never see her again. She's only going upstairs,"

"We won't," Cathica muttered, "Once you go to Floor 500 you never come back,"

Sophie's brow furrowed in concern. That didn't sound right… it really didn't sound right, and left a horrible feeling in her stomach… the friendly brunette in the colourful shirt. Suki Cantrell… she'd got a promotion and no one was concerned that they'd never see her again despite the fact that they were still living in the same space station…

She was distracted from her chilling thoughts as Rose walked back up to them. She quirked a brow when she didn't see Adam with her… nor was he still where'd he'd been sitting a little ways away from them.

"Is the killjoy alright?" she asked.

Rose nodded, "Yeah. He was feeling a little overwhelmed, wanted to sit on the observation deck for a bit," she explained and Sophie nodded.

 ***O*O*O***

Adam stepped out onto the observation deck. His palms a little sweaty in his nervous excitement. His gaze caught on the sight of the Earth and he stared down at it for a slightly drawn out moment, enjoying the fact that he was actually staring down at it this time… it made him feel large… important… more so than he'd ever felt before.

He tore his gaze away from the sight of the planet and turned to the computer that had been his original intent when he'd managed to give Rose the slip.

He placed his hand on the hand pad, "Give me access…" he tried and grinned in elation as the vertical console lit up and the screen flickered to life, "Give me," he tried again only to get zapped by a mild electric shock that had him pulling his hand back in surprise and slight trepidation. He stared at the screen that was lifeless again, his mind ticking, "I can learn anything," he murmured.

Adam looked around him to make sure that he was still alone and that the Doctor, Rose and Sophie weren't anywhere in sight, before he turned back to the computer and placed his hand back on the pad, "Let's try… uh," he hesitated again there was so many options he had no idea what he should try first. And he had no idea how long he had before one of them, most likely Rose came looking for him, "Computers," he decided, "From the 21st Century to the present date, give me the history of the Microprocessor,"

Adam stared awed and amazed as the computer immediately brought the information up onto the screen, "Oh my God," he breathed.

 ***O*O*O***

Cathica stalked back into the spike room, her irritation levels rising as she failed to shake the three that where following her, "Look, they only give us twenty minutes for maintenance, can't you give it a rest?"

"But you've never been to another floor? Not even one door down?" the Doctor persisted as he settled himself comfortably into the chair. Sophie standing to the side of it, resting a hip against the arm whilst Rose leaned against the back of it.

Cathica shrugged not understanding why any of this should even matter. It was just the way it had always been, "I went to Floor 16 when I first arrived, that's medical, that's when I got my head done, and then I – I came straight here. Satellite Five, you work eat and sleep on the same floor. That's it that's all," she narrowed her eyes on them as a thought finally struck her, "You're not management, are you?"

"At last!" The Doctor grinned unrepentantly in the face of Cathica's accusing stare, "She's clever!"

"Yeah, well, whatever it is, don't involve me," Cathica demanded, feeling a little nauseous at all the rules she had broken by letting no authorized personnel into the spike room, "I don't know anything,"

"Don't you even ask?"

"Well, why would I?" Cathica asked her frustration growing.

"But, you're a journalist!" Sophie cried incredulously, "They never stop asking questions!"

"Since when?" Cathica challenged.

"Since always," Rose said with a nod.

The Doctor nodded and smiled at the two, before turning his full attention back to Cathica, "Why's all the crew human?" he asked.

"What's that got to do with anything?" the frazzled Cathica cried frustrated, none of this was making any sense.

"There's no aliens on board. Why?" the Doctor asked again, sitting forward staring at Cathica intently practically trying to will her into using her brain.

"I don't know – no real reason, they're not banned or anything," Cathica tried to shrug it off.

The Doctor looked about the empty room a little theatrically, "Then, where are they?"

Cathica hesitated a moment frowning, unwillingly stumped by the question… one that she'd never really thought about before, "I suppose immigrations tightened up," she finally decided upon as the most plausible answer, "It's had to, what with all the threats,"

"What threats?" the Doctor prompted.

Cathica floundered rather lost as she mentally scrambled, "I don't know… all of them. Usual stuff. And the price of space warp doubled so that kept visitors away…" she trailed slightly as the Doctor, Sophie and Rose stared at her unwaveringly, waiting, "Oh, and the Government on Traffic Five's collapsed, so that stopped a lot coming, you see… just… lots of little reasons, that's all,"

"Adding up to one great big fact, and you didn't even notice," he stated emphatically.

"Doctor, I think if there was any kind of conspiracy, Satellite Five would have seen it. We see everything," Cathica stated trying to regain some of her previous confidence.

"I can see better. This society's the wrong shape. Even the technology,"

"It's cutting edge!" Cathica argued and stubbornly ignored the way the two other women crinkled their noses at her in response.

"It's backwards! There's a great big door in your head! You should've chucked this out years ago," the Doctor dismissed her claim.

"So, what do you think is going on?" Rose asked.

"It's not just this space station, it's the whole attitude. It's the way people think," the Doctor replied.

"No one's asking questions," Sophie murmured.

The Doctor grinned at her and nodded, "Exactly. The Great and Bountiful Human Empire's stunted. Something's holding it back,"

"And how would _you_ know?" Cathica scoffed as she glared at the three of them.

"Trust me. Humanity's been set back about 90 years, when did Satellite Five start broadcasting?" he asked.

"91 years ago…" Cathica swallowed as she trailed off as what the Doctor was implying started to sink in. She looked away thoughtfully as the Doctor nodded.

 ***O*O*O***

"Mum, Dad, keep this message, ok?" Adam spoke into Rose's mobile as he stood in front of the computer terminal, "Whatever you do, don't erase it," he told the answering machine that had picked up his call, "Save it. You got that?"

Adam placed his hand on the terminal pad again, his eyes focused on the information on the screen as it lit up again, "The microprocessor became redundant in the year 2019, when it was replaced by a system called SMT, that's Single Molecule Transcription…"

Adam abruptly cut off as the computer screen flickered briefly before the information disappeared and the words 'Floor 16' appeared in its stead. He frowned at it, "No, no, no, no, no, no! What are you doing! Come back! Come…" He kicked the base of the terminal in frustration, before he looked behind him suddenly self-conscious and a little nervous that he had drawn unwanted attention with his little fit.

He turned back to the computer, frown back in place as he saw the words 'Floor 16' still on the screen, "Why are you doing that? What's Floor 16? What's down there?" the computer remained unresponsive to his questions and Adam bit his lip as he stared at it for a moment longer, before he turned and walked away. His expression somewhat nervous as he headed towards where he thought he'd seen a lift…

 ***O*O*O***

"So, what could set humanity back 90 years like this?" Sophie asked as she walked with the Doctor, Rose and a slightly nervous looking Cathica.

The Doctor grinned at her, feeling rather proud for his brunette companion, she barely even hesitated anymore before she asked a question and she no longer sounded so uncertain either, "No clue," he replied exuberantly, "But I have a feeling that the answers will be somewhere on Floor 500,"

A little behind them, Cathica looked a little pained as she glanced about nervously… how could those three be smiling right now… if they were discovered… she'd get the sack!

 ***O*O*O***

Adam stepped out of a lift when it dinged open on Floor 16. He gazed about the room he'd ended up in. It was lined with desks and all the staff looked busy as they worked and chatted with each other. He walked past them all until he came to the last one where a nurse sat unoccupied.

He approached her, "Sorry, um," the woman looked up at him, "Floor 16, that's um… what do you cover?" he asked.

"Medical non-emergency," she replied.

"Right," Adam said with a small nod and began backing up, "Wrong floor. I'm having technical difficulties, my screen keeps freezing, blocking me out," he explained.

"No, that's medical," the nurse corrected, "There must be something wrong with your chip,"

"Yes. Yeah, of course, yeah," Adam said and then laughed nervously, "I haven't got one," he admitted even as he started to wonder if maybe, just maybe, he shouldn't be doing this… who knew if that'd raise some kind of flag.

The nurse rolled her eyes, "No wonder you can't get a screen to work. What are you… a student?"

Adam nodded as he thought quickly, "Yes, yeah, I'm um…" he floundered a little as he tried to come up with something that might be believable in the year 200 000, "I'm on a research project from… the University of Mars,"

The nurse rolled her eyes in exasperation again, "The Martian Boondocks. Typical," she muttered.

"Yep," Adam agreed a nervous, apologetic, giggle escaping him.

"Well, you still need chipping,"

Adam swallowed nervously, palms beginning to sweat, "So… does that mean like… brain surgery?"

"That's an old-fashioned phrase… but it's the same thing, yes,"

"Oh…" Adam gulped and started to back up again, "Ok… never mind," he paused and took a single step back towards her, "But, if I get a chip… that means I could use any computer,"

The nurse smiled almost predatorially, smelling weakness, "Absolutely. You'll… have to pay for it. they've stopped subsidizing,"

"Oh! Right. Sorry. Wasting your time. Thanks," he moved to take his leave again, only to stop as he slid a hand into his pocket remembering the metal stick the Doctor had given him, "Hold on… can I use this?" he held it up for her to see.

The nurse smirked, "That'll do nicely,"

 ***O*O*O***

"We're _so_ gonna get in trouble," Cathica said anxiously as she stood beside Rose and Sophie as the three women watched the Doctor as he scanned the side of a door with his sonic screwdriver, "You're not allowed to touch the mainframe, you're gonna get told off," she warned a she glanced around nervously sure that someone was going to notice something.

"One of you tell her to button it," the Doctor said as he continued to work on the door.

"You can't just vandalize the place, someone's gonna notice!" Cathica hissed urgently, flinching a little as the Doctor wrenched open the door.

"You don't have to stay, you know," Sophie told her, feeling a touch of sympathy for the stressing woman, who didn't seem to be coping with the stress of all the new information she was being given very well.

 ***O*O*O***

"I don't understand!" the pale man shouted at the monitor as he watched the man that was messing with the mainframe whilst three others watched, "We did a full security scan. That man was there when we found Suki Macrae Cantrell. There were no indications about him. And yet here he is…" he knelt by the body of the woman who he'd uncovered as Eva, a body that was now sitting at one of the terminals working at a computer.

"Clearly acting out of the parameters," he looked back at the screen, "Fascinating," he leapt back up to his feet as the creature above his head roared at him again, "Yes, sir. Absolutely. At once," he responded obediently and began walking along the line of 'workers' speaking to them all, "Check him. Double check him. Triple check him. Quadruple,"

Above him the creature rumbled again.

 ***O*O*O***

Cathica watched the Doctor messing about with the mainframe a moment longer, "This has nothing to do with me, I'm going back to work," she declared and turned to do just that.

"Go on then! See ya!" the Doctor called after her.

Cathica stopped and spun back around to face them, "I can't just leave you, can I?" she bemoaned as she reluctantly moved back towards the three.

"If you wanna be useful, get 'em to turn the heating down. It's boiling," Rose told her and Sophie nodded her agreement, "What's wrong with this place, can't they do something about it?" the blond asked.

Cathica shrugged, "I don't know, we keep asking, something to do with the turbine," she repeated what she'd been told.

"Something to do with the turbine," the Doctor repeated mockingly.

"Well, I don't know!" Cathica cried defensively.

"Exactly!" the Doctor exclaimed, "I give up on you Cathica. Now, look at Sophie and Rose. They've got the right idea. Just full of questions and curiosity," he eyed the woman with a slight frown, "Why aren't you?"

Cathica crossed her arms over her chest and frowned right back stubbornly. There was nothing wrong with her! With their Empire! Nothing! And yet… there was a niggling doubt now… a niggling doubt that was all his fault!

The Doctor turned back to the door he'd opened and the exposed wires, "Why is it so hot?" he muttered.

"One minute you're worried about the Empire and the next it's the central heating!" Cathica muttered.

"Well, never underestimate plumbing. Plumbing's very important," the Doctor replied before the wires he'd been fiddling with snapped between his hands.

"Did you mean to do that?" Sophie asked quietly as she watched the Doctor blink at them for a moment.

The Doctor glanced over at her with an innocent smile, "Of course," he assured lightly as he released the now broken wires.

Sophie stared at him only slightly dubious. Was that an 'of course' or an ' _of course'_ she pondered, feeling eyes on her she glanced over and met Rose's with her own, her lips quirking up to match the blonde's amused one as the Doctor turned away from her too busy himself with the circuitry again.

Cathica rolled her eyes and looked away with exasperation, once again wondering how she'd found herself in this situation and wishing that she could just leave them too it… but there was a part of her that was curious… the part that wasn't freaking out over losing her job… her career.

 ***O*O*O***

"Security scan complete," the computer announced.

"Well, who is he?" the pale man demanded.

"He is no-one,"

He laughed a little hysterical, "What does that mean?"

"He is no-one," the computer repeated.

"What, you mean he has a fake ID?" he questioned.

"He has no identification,"

He frowned, "But everyone's registered. We have a census for the entire Empire," he protested.

"He is no-one," the computer repeated once again.

"What he doesn't exist? Not anywhere?" he asked incredulous now at the impossibility.

"He is no-one,"

"What about the blond?" he changed tack.

"She is no one,"

"The brunette then?!" he asked.

"She is no-one," the computer said again.

"All three of them?!" he asked incredulously and eyed the three on the monitor with interest. A cruel smile twisting up his lips, "Well! We all know what happens to non-entities. They get promoted," he turned to another 'worker', "Bring them up," he demanded patting the dead woman on her shoulder.

 ***O*O*O***

The Doctor grinned as he managed to hack into the mainframe and brought the image up onto the monitor, "Here we go, Satellite Five. Pipes and plumbing. Look at the layout," he urged them as he shifted out of the way so that they could see.

Cathica stared at it incredulously, "This is ridiculous. You've got access to the computer's core. You can look at the archive, the news, the stock exchange…"

"Why would he be looking at that?" Sophie asked, pulling her eyes from the monitor briefly to stare at Cathica curiously, "We're trying to find out why it's so hot in here, not discover secrets of the stock market,"

"That'd make more sense than worrying about the central heating," she muttered defensively.

"And we're right to be…" the Doctor said as he peered at the monitor, "There's something wrong," he pointed out.

"I suppose…" Cathica muttered reluctantly as she really looked at the monitor and the plumbing and piping it was displaying.

"Why, what is it?" Rose asked.

"The ventilation system. Cooling ducts, ice filters, all working flat out… channelling massive amounts of heat down," Cathica replied and looked upwards confused as to why that had been done.

"All the way from the top," the Doctor agreed.

"Floor 500," Rose breathed as she too trailed her gaze upwards.

"Something up there is generating tonnes and tonnes of heat,"

"Well, I don't know about you, but I feel like I'm missing out on a party," Rose said grinning at Sophie and the Doctor, "It's all going on upstairs. Fancy a trip?"

Sophie nodded, "Wouldn't miss it," she said with a small smile of her own.

"You can't," Cathica protested, "You need a key,"

"Keys are just codes, and I've got the codes right here," the Doctor gestured at the screen and tapped a few keys, "Here we go, override 215.9,"

"How come it's giving you the code?" Cathica asked… no one was just given the code. There had to be a promotion.

Sophie shrugged, "Look at him, he's clever,"

The Doctor beamed at her, "Well there's that," he agreed, before his face fell a little as he glanced over at a security camera that was focused on them, "And I think someone up there likes me,"

Sophie frowned slightly, maybe it was just her, but she didn't think that that was a good thing in this instance. She was jerked out of her thoughts as Rose linked their arms and the blond smiled widely again, her tongue poking out from between her teeth.

"Come on then. To Floor 500,"

 ***O*O*O***

Adam stared at himself in a mirror and ran a hand over his smooth, completely normal looking forehead. Still in disbelief that he'd actually gone ahead and done it.

"I told you it was painless," the nurse said from where she was standing beside him, "No scaring, you see? Perfect success,"

"How do I activate it?" he asked as he stopped stroking the skin that didn't even feel tender or different in anyway, despite the procedure he'd just undergone.

The nurse shrugged, "It's a personal choice. Some people whistle… I know one man who triggers it with 'Oh, Danny Boy,'" Adam pulled his gaze from the mirror to look at her, "But you're set on default for now. That's a click of the fingers,"

Adam swallowed thickly at the squeamishness that was curdling in his belly, "So, you mean, I just…"

The nurse raised her fingers, her thumb and forefinger brushing together, "Click,"

 ***O*O*O***

The lift dinged open and the Doctor, Rose and Sophie stepped out into the corridor. The Doctor cast his gaze about and frowned, "The walls are not made of gold," he muttered, before turning concerned eyes on his companions.

"If it was hot down there… it's bleedin' nippy up here," Rose muttered shivering little.

Sophie shrugged, "Nice change,"

"Says the girl in the nice thick jacket," Rose grumbled, nudging the other woman with her hip good naturedly as she smiled teasingly.

"It was killing me before," Sophie replied.

"I bet… you could have taken it off," Rose stated.

Sophie shrugged again, "Didn't wanna carry it," and she'd never been all that fond of what tying the arms around her waist did to the sleeves of her jackets.

"You two should go back downstairs," the Doctor cut in drawing their attention back to him.

"Tough," Rose said immediately giving him an unimpressed look, before she swanned ahead of them.

"Has that ever worked?" Sophie asked a little curious.

"One day it will," the Doctor muttered with a sigh.

Sophie hesitated briefly, "Would you really want it too?"

He focused on her, "It'd be safer,"

Sophie gave him a small shrug, "Life isn't safe,"

"No… I don't suppose it is," he admitted and gave her a small smile and took her hand, giving it a brief grateful squeeze as they headed up the corridor quickly catching up with Rose who'd lingered only a few paces ahead of them.

A short walk later the trio found themselves in another room, a man with pale hair standing in the middle of it, his gaze focused on the mounted screens.

"I started without you," he said before turning around to face them, "This is fascinating. Satellite Five contains every piece of information within the Fourth Great and Bountiful Human Empire. Birth certificates, shopping habits, bank statements, but you three… you don't exist!" he laughed as they started at him in silence, "Not a trace! No birth, no job, not the slightest kiss. How can you walk through the world and not leave a single footprint?"

Rose spotted Suki, a single familiar face among the man people that were sitting and working at the terminals that lined either side of the room. She rushed over to the woman, "Suki! Suki!" she called as she knelt beside her only to receive nothing in response, not even a twitch in her direction, "Hello? Can you hear me? Suki?" Rose turned to the pale man, "What've you done to her?"

"I think she's dead," the Doctor murmured softly.

Sophie breath hitched in her throat as she glanced about at the others at the terminals, "They all are, aren't they?" she asked quietly and the Doctor nodded solemnly.

"But she's working…" Rose protested weakly.

"They've all got chips in their head, and the chips keep going. Like puppets," he explained his expression grim as he looked at all the bodies that were working manically away at the computers, nothing left of who they used to be.

"Ooh!" the man exclaimed, "You're full of information! But it's only fair we get information back, because apparently, you're no-one," he said with another laugh and the Doctor nodded, "It's so rare not to know something. Who are you?"

"You said it, we're no-one," Sophie muttered as she rubbed at one of her arms, the chill in the air seeping right down into her bones despite the thickness of her jacket… it made her miss the heat of Floor 139.

"It doesn't matter," the Doctor added when the man didn't look to be satisfied with Sophie's response… a response that made him want to frown harder at how easily it came to her… like it was natural for her to just simply believe that. She was way more than no-one! "Cos we're off. Nice to meet you," he said with a cold glare at the man before he motioned to the blond that was still kneeling beside the body of Suki, "Come on," he urged only for his arms to be grabbed, forcing his hand to release Sophie's as the brunette was grabbed from behind by another animated body.

Rose got up to try and help them only for Suki, who'd been completely unresponsive before, to grab her in response to a silent order from the pale man with the cruel eyes.

"Tell me who you are!" he demanded persistently.

"Since that information's keeping us alive, I'm hardly going to say, am I?" the Doctor replied coolly defiant.

The man merely smiled as if he found them amusing, "Well, perhaps my Editor in Chief can convince you otherwise,"

"And who's that?"

"It may interest you to know that this is not the Fourth Great and Bountiful Human Empire. In fact, it's not actually human at all. It's merely a place where humans happen to live," a grumbling growl sounded from above an angry tone to it, "Yeah, sorry. It's a place where humans are allowed to live by kind permission of my client," he snapped his fingers smartly and pointed upwards.

The three looked up to see a large slobbering blob of an alien with a mouthful of razor sharp teeth.

Rose swallowed thickly, "What is that?"

"You mean, that thing's in charge of Satellite Five?" the Doctor half asked, half stated as he stared up at it with mild disgust.

"That 'thing' as you put it, is in charge of the human race," the man replied with a glare whilst the Doctor tore his gaze away from the alien on the ceiling to stare at the man in alarm, "For almost a hundred years, mankind has been shaped and guided, his knowledge and ambition strictly controlled by its broadcast news. Edited by my superior, your master, and humanities guiding light, the mighty Jagrafess of the Holy Hadrojassic Maxarodenfoe," the alien roared at them and the man smiled at them, "I call him Max,"

The Doctor smiled sarcastically and nodded, unable to help, but find that amusing, despite their situation.

Sophie stared at the man incredulous herself, "Great, next you'll tell us that your name is Bob," she sassed and Rose despite her horror rasped out a chuckle.

"Love the sass," she murmured with a smile at her brunette friend which Sophie returned.

The man glared at them, "I'm the Editor," he corrected.

 ***O*O*O***

Cathica walked back towards the computer that she had watched the Doctor hack in to. She didn't understand why she was back… she'd left them to rot in whatever trouble they found up there on Floor 500, but she couldn't stop thinking about the ventilation and the heat that was being pumped down to them… from the fact that the Doctor, as strange as he and his two companions were, so completely believed that something was wrong…

And the more she thought about it, the more she couldn't help but notice that something was odd! Something was odd and she hadn't noticed… and now that she knew… she had to know more… wanted to discover the truth… wanted to prove the Doctor wrong maybe. That these new feelings were wrong and that everything was fine…

She stared at the computer for a moment before she glanced around nervously… almost positive that someone was watching her… would stop her… but no one seemed to be paying attention. She stepped into the lift and entered the code with a slightly shaky hand and swallowed thickly as the lift doors dinged closed and it began moving up…

She'd been so distracted that she'd never noticed Adam who'd swiftly turned when he'd seen her and did his best to blend in with the scenery of those milling about around the area of Floor 139…

 ***O*O*O***

Sophie winced a little as the manacles where clicked around her wrists and locked firmly into place. The harsh, thick metal tight about skin, pinching almost.

Beside her the Doctor and Rose where in the same situation the animated bodies that'd taken them prisoner having been rather persistent about herding them up against a wall and into the manacles.

"Create a climate of fear… then it's easy to keep the borders closed. It's just a matter of emphasis. The right word in the right broadcast repeated often enough can destabilize an economy… invent an enemy… change a vote…"

"That's why no-ones asking questions, you've brainwashed them not to," Sophie remarked coldly then glanced at the people… the dead people that were being forced to work even as they decayed… ice forming on them unhampered, "And those that did,"

"Crushed like the tiny insignificant ants they are, yes," the Editor responded with a cruel twist to his lips.

"So, all the people on Earth are like, Slaves," Rose murmured.

"Well, now. There's an interesting point. Is a slave a slave if he doesn't know he's enslaved?" the Editor asked.

"Yes," the Doctor stated simply but firmly.

"Oh. I was hoping for a philosophical debate. Is that all I'm going to get? Yes?"

"Yes," the Doctor repeated his blue eyes icy as he regarded the man.

The Editor laughed, "You're no fun," he pouted condescendingly.

"Let me out of these manacles, you'll find out how much fun I am," the Doctor promised with a dark glower.

"Oh, he's tough, isn't he," the Editor said unfazed by the threat in the Doctor's tone, "But come on. Isn't it a great system? You've got to admire it, just a little bit,"

Sophie scrunched her nose, "It's sick," she said with a glare.

"You can't hide something on this scale. Somebody must've noticed!" Rose argued.

The Editor shrugged, "From time to time, someone, yes. But the computer system allows me to see inside their brain… I can see the smallest doubt, and crush it," he grinned, his eyes going to Sophie, "Like an ant,"

Sophie paled as she stared at the animated bodies again as cold realization hit deeper… those people probably hadn't just questioned… they'd found what they did… and had tried to hit back. She turned her gaze back to the Editor and glared at him darkly.

The Editor just grinned harder, amused that he'd rattled her.

 ***O*O*O***

Adam stepped cautiously into the spike room and glanced about, ensuring that he was alone, before he shut the door behind him with a soft click.

 ***O*O*O***

"And then they just carry on, living their life. Strutting about downstairs and all over the surface of the Earth like they're so individual," the Editor continued. Behind him the Doctor spotted Cathica out of the corner of his eye as she stepped into the room, but hung back, remaining out of sight as she listened in with wide eyes and a frown, "When of course they're not. They're just cattle. In that respect, the Jagrafess hasn't changed a thing,"

"What about you? You're not a Jagra… uh a…" Rose trailed as she struggled to force her mouth to form the word correctly.

"Jagrafess," the Doctor told her.

"Jagrafess. You're not a Jagrafess. You're human," Rose stated.

The Editor shrugged, "Yeah, well simply being human doesn't pay very well,"

"Money…" Sophie stated slowly, her voice cold, "You helped enslave the human race to that – that Jagra – Jagra – Jagrafess," she managed to get her tongue around the word, "For money?"

The Editor merely shrugged and smiled like it was the easiest thing in the word.

"But you couldn't have done all this on your own,"

"No. I represent a consortium of banks. Money prefers a long-term investment. Also, the Jagrafess needed a little hand to um… install himself,"

"No wonder, a creature that size," he looked up at the slobbering snarling alien again, and Cathica who was still hiding followed his gaze up to lay eyes on the alien for the first time. The Doctor returned his gaze to the Editor, "What's his life span?"

"Three thousand years,"

"That's one hell of a metabolism generating all that heat. That's why Satellite Five's so hot. You pump it out of that creature, channel it downstairs – Jagrafess stays cool, stays alive. Satellite Five's one big life support system,"

"But that's why you're so dangerous. Knowledge is power, but you remain unknown," the Editor gave a small chuckle as they just stared at him silently. He clicked his fingers and the manacles sent an electric shock through them, "Who are you?" he demanded.

The Doctor grimaced in pain, glancing over at his two human companions with concern, electricity was so much deadlier to humans, "Leave them alone. I'm the Doctor, that's Sophie Connolly and Rose Tyler, we're nothing, we're just wandering,"

"Tell me who you are!" the Editor demanded again.

"I just said!"

"Yes, but who do you work for? Who sent you? Who knows about us? Who exactly…" the Editor trailed off, his gaze looking past the three as new information was streamed to him as it updated.

The Doctor looked at the man questioningly as a grin suddenly spread across his face, so at odds with his earlier frustrated demeanour.

"Time Lord," the Editor stated.

"What?"

"Oh yes!" the Editor laughed again joyous again now in his triumph, "The last of the Time Lords in his travelling machine," his gaze shifted to the two women manacled beside the Doctor, "Oh, with his two little human girls from long ago…"

Sophie tried to flinch back as the man's pale fingers reached out to her, but she had nowhere to go really and his fingers scrapped her cheek and her eyes glazed over even as she instinctively jerked back again at the cold touch – just as Rose did. The man having been reaching for the both of them.

Sophie felt her stomach lurch, nausea churning in her stomach at the image that had flashed before her eyes… the image of death… the pale man would die… and it wouldn't be an easy death…

' _Annie-Girl?'_ she heard the Doctor's concerned voice in her head.

She glanced over at him and attempted a smile, _'I'll be alright,'_ she assured him.

The Doctor turned back to the Editor reluctantly… she didn't look ok… concern, mixed with desperation fuelling him as he turned his gaze back to the Editor, "You don't know what you're talking about," he yelled with a furious glare.

"Time travel," the Editor continued as he learned more.

"Someone's been telling you lies," the Doctor refuted with a shake of his head, trying to remain at least outwardly calm.

"Young Master Adam Mitchell?" the Editor responded with a smile and raised a hand. He clicked his fingers together and a projection of Adam on the spike chair as he writhed and shouted with pain as information streamed into him just as it was being pulled out of him.

"Oh, my God, his head!" Rose breathed horrified as the three of them watched the projection with wide eyes.

"What the hell's he gone and done? What the hell he's gone and done?" the Doctor growled all pretence of calm leaving him.

"He's got a door in his head..." Sophie muttered weakly in horrified disbelief.

"They're reading his mind. He's telling them everything!"

"And through him, I know everything about you. Every piece of information in his head is now mine. And you have infinite knowledge, Doctor. The Human Empire is tiny compared to what you've seen in your T-A-R-D-I-S. TARDIS," the Editor tested the word.

"You'll never get your hands on it. I'll die first!" the Doctor swore.

The Editor shrugged, "Die all you like. I don't need you. I've got the key,"

The three watched, their horror growing as a Tardis key slowly floated out of Adam's pocket and dangled in the air.

"Oh… bugger," Sophie cursed dismayed, every time she thought it couldn't get worse it did – and she was already struggling to keep what food was still in her stomach from coming back up again.

"You and your boyfriends!" the Doctor cried with a quick glare in the blonde's direction.

"Today, we are the headlines," the Editor interrupted them before Rose could say anything, "We can rewrite history. We could prevent mankind from ever developing,"

"And no-one's going to stop you. Because you've bred a human race that doesn't bother to ask questions. Stupid little slaves, believing every lie. They'll just trot right into the slaughter house if they're told it's made of gold," the Doctor glanced over to where Cathica had been standing moments before to see her gone…

An alarm went off making the Editor frown in confusion, "What's happening?" he demanded to know as he turned away from his captives to rush over to the computer terminals to look at the monitors over the 'workers' shoulders, "Someone's disengaged the safety," he muttered before clicking his fingers and the projection changed to show Cathica in the spike room of Floor 500, compressed information flowing into her brain, "Who is that?!" he demanded to know.

"It's Cathica!"

"And she's thinking. She's using what she knows!" the Doctor said with a relieved smile.

"Terminate her access,"

"Everything I told her about Satellite Five, the pipes, the filters, she's reversing it! Look at that…" the Doctor gestured to the melting icicles.

"It's getting hot," Sophie breathed.

"I said, terminate!" the Editor ordered starting to get a tiny bit frantic as he placed his own hands over Suki's, "Burn her mind,"

"Oh, no you don't. You should have promoted me _years_ back!" they heard Cathica say through the projection and suddenly all the screens exploded with a shower of sparks and all the animated bodies at the terminals slumped over lifelessly to the floor.

The entirety of Satellite Five shuddered as alarms went off throughout it. The manacles around Sophie's wrists fell away and she looked down at her free wrists in surprise whilst the Editor tried to get the collapsed bodies to sit upright again.

"She's venting heat up here. The Jagrafess needs to stay cool and now it's sitting on top of a volcano," the Doctor explained and the alien above them roared furiously. The Doctor shifted so that Sophie could reach into his jacket pocket as he let out a laugh.

"Yes! Uh… I'm trying, sir but, I don't know how she did it, it's impossible. A member of staff with an idea…" the Editor stumbled over his words as the Jagrafess roared at him… he pushed Suki's body aside and leapt into her seat to try and operate the computer himself in desperation.

' _Come on!'_ Sophie thought as she reached around in the impossible space in the Doctor's jacket pocket, _'Sonic screwdriver! Sonic Screwdriver!'_ she blinked as the thin sticklike tool seemed to suddenly fly into her grasping hand. She didn't pause to wonder over the how and why as she pulled it out of the Doctor's pocket.

"How do I do this?" Sophie asked urgently as the Jagrafess roared and snapped angrily above them getting more and more vocal the more uncomfortable it became.

"Flick the switch!" he told her, Sophie did so and the sonic buzzed to life in her hand and there was another explosion nearby.

Sophie glanced over at it, "Oops," she muttered at the fresh destruction.

"And point," the Doctor added with a grin.

Sophie smiled slightly in return, the Doctor's grin as infectious as always. She did as she'd been instructed, flashing it over the Doctor's manacles as he was closer, releasing him before doing the same for Rose.

"Oi, mate, wanna bank on certainty?" the Doctor said to the Editor whilst Sophie used the sonic to free Rose beside him, "Massive heat in a massive body. Massive bang!" the last manacle fell from Rose's wrist, "See you in the headlines!"

Sophie hesitated where she stood, staring at the terrified man… her heart pounding, the image of his death still fresh in her mind… making her pause. He was a horrible person… completely… but could she really just leave him… to die like that? Their eyes met and she swallowed thickly, blood rushing in her ears…

The Doctor was suddenly beside her again, concern in his gaze, not having moved more than a couple of steps before he'd realized that she hadn't been with him when he'd reached for her hand, "Come on Annie-Girl," he plucked the sonic from her hand and pocketed it so that he could grasp it firmly in his own, "We don't want to be here for this,"

Sophie swallowed again, "Bye Bob," she murmured softly as she allowed the Doctor to pull her into motion, the two of them picking up speed, catching up to Rose who'd been watching fretfully as she waited for them by the doorway.

The Editor stared after them a brief moment, the look in the brunette's eyes leaving a terrified lump in his throat… before he looked up to see the Jagrafess glowing red as chunks of flesh fell from it, "Um, actually sir, if it's all the same to you, I think I'll resign. Bye, then!" he scrambled up, or tried to, as he fell back to the ground before he was even halfway to his feet as a hand grasped his ankle, preventing his escape.

He looked back to see Suki staring blankly at him, "Let go of me!" he demanded, "Let go! Let go!" the dead woman merely tightened her grip...

The Editor screamed in horrified terror as the Jagrafess exploded and pain became his world… it was all he knew until there was nothing.

 ***O*O*O***

"We're just gonna go. I hate tidying up. Too many questions. You'll manage," the Doctor said to Cathica, Sophie and Rose just a little ways behind him as the people who called the Satellite Five picked around them… recovering from the commotion.

"You'll have to stay and explain it. No-one's gonna believe me," Cathica tried, not looking forward to having to try and explain this mess… she was still finding it difficult to believe it all and she'd been there!

"Oh, they might start believing a lot of things now," the Doctor waved off her concern, "The Human Race should accelerate. All back to normal," he assured her.

Cathica looked past him to Adam who was loitering by the Tardis nervously, "What about your friend?" she asked.

The Doctor scowled darkly at the boy, "He's not my friend," he muttered as he stood from the table he'd been sitting at with Cathica and marched towards him, his stride menacing in his bubbling fury with the Idiot.

"Now don't…" Rose tried half-heartedly as he marched past her and Sophie, the two following after him hurriedly.

The Doctor ignored her, not even sparing her a glance as he closed in on Adam.

"I'm alright now," Adam tried to play it off, "Much better. I've got the key," he said showing it the angry Time Lord, "Well, it's… I know…" he laughed nervously as the Time Lord continued to glower unmoved by his anxious fumbling, "It all worked out for the best, didn't it?" he laughed nervously again.

"For the best?" Sophie repeated incredulously with a deep frown of her own.

The Doctor snatched the key out of the boy's hand, feeling only slightly better now that it was out of his possession. He grabbed the boy and unlocked the door.

"You know, it's not actually my fault, because you were in charge," Adam attempted to shift the blame, his discomfort growing as the Time Lord remained stonily silent, blue eyes flinty cold as he glared at him.

The Doctor shoved the boy inside and stalked in after him. He stalked over to the console and waited just long enough for the door to shut behind Rose and Sophie before he fired up the Tardis' engines sending the ship into flight with a wheeze.

 ***O*O*O***

Adam almost stumbled over his feet as the Doctor steered him out of the Tardis with a firm grip on his shoulder, before releasing him with a small push. He stared around and felt a rush of relief and surprise, "It's my house! I'm home! Oh, my God, I'm home!" he exclaimed whilst the Doctor glared him, "Blimey. I thought you were going to chuck me out of an airlock,"

"Is there something you want to tell me?" the Doctor finally broke his silence.

"No. Um… what do you mean?" Adam asked shifting nervously.

The Doctor uncrossed his arms and stalked across the room towards the blinking answering machine. He picked up the phone, "The archive of Satellite Five. One second of that message could've changed the world,"

Adam's face paled and his expression fell, he glanced over at Rose and Sophie, hoping to find some help from somewhere only to see them staring at him mutely their eyes condemning him. He turned his gaze back to the Doctor just in time to see the man point his sonic at the phone that'd he placed back in its cradle, before the phone, answering machine and all blew up with a single buzz.

The Doctor tucked his sonic away and started back towards the Tardis where his companions where standing by the door, "That's it, then. See ya,"

Adam stared at him dumbly, his relief at being safely home and not tossed out of an airlock vanishing, "How do you mean, 'see ya'?"

"As in 'goodbye',"

Adam gaped at him, "But… what about me? You can't just go, I've got my head, I've got a chip type two, my head opens,"

The Doctor turned to look at him, "What, like this?" he mocked and snapped his fingers together making the door in Adam's forehead spring open.

"Don't!" Adam cried angrily as he snapped his own fingers together to close it.

"Don't do what?" the Doctor asked, clicking his fingers together again.

"Stop it!" Adam snarled clicking his own fingers again.

Sophie clicked her own fingers, "Stop what?" she asked with an innocent air, though her blue eyes where still frosty as she regarded the killjoy.

The Doctor shot her an amused smile, his mood starting to lighten now that he had the idiot pretty boy off his ship.

"Quit!" Adam snapped as he clicked his fingers again glaring at them now.

"Alright now, Doctor, Soph. That's enough," Rose gently scolded, her own eyes dancing with amusement, "Stop it,"

"Thank you," Adam said gratefully and smiled at the blond hopefully.

Rose clicked her fingers.

"Oi!" Adam exclaimed his expression falling back into annoyance as he was forced to snap his fingers once again.

"Sorry, I couldn't resist," Rose said with a snigger.

The Doctor's expression fell back into a grim line as he turned his attention back to the petulant boy, "The whole of history could've changed because of you,"

"I just wanted to help,"

"You were helping yourself,"

Adam swallowed, "And, I'm sorry. I've said I'm sorry, and I am. I really am, but you can't just leave me like this," he pleaded, practically ready to get down on his knees and beg.

"Yes I can," the Doctor replied flatly, "Cos if you show your head to anyone, they'll dissect you in seconds. You'll have to live a very quiet life. Keep out of trouble. Be average. Unseen. Good luck," he turned and opened the Tardis door.

"But I wanna come with you!"

The Doctor glanced back at him, "I only take the best. I've got Rose and Annie-Girl," he stated.

The front door opened and Adam paled, "Oh my God," he breathed rather petrified.

"Who is that? Jeff? Is that you?" his mum called having heard his voice.

"It's me mum, don't come in, wait there a minute," he called back to her desperately, watching as Sophie disappeared into the Tardis following after the Doctor, without so much as another look at him. He turned his pleading gaze to Rose who was lingering a little longer, hope still alive that he could convince one of them to let him back in… to not leave him to a life of… of… invisible averageness. He wasn't average! "Rose… take me with you," he plead.

Rose stared at him a moment longer, with cold distant eyes, before she too turned and stepped into the Tardis the door closing behind her leaving Adam to watch numbly as the Tardis dematerialized as if it'd never been there at all.

 ***O*O*O***

A couple of hours later, found Sophie walking down a corridor in the Tardis and coming to a stop outside a door with the word 'Rose' on it. She chewed her lower lip for a brief moment and the Tardis hummed reassuringly.

She knocked on the door and waited a moment until she'd heard Rose call her in. She opened the door and peeked her head into the room and spotted Rose curled up in a miserable slump against the headboard of her bed, her knees pulled up to her chest and her arms wrapped around them, "Hey," she said a little cautiously.

Rose focused her eyes on the brunette, "Space-Cadet? What's up?" she asked as Sophie stepped into the room, closing the door behind her.

"Worried about you," Sophie admitted as she walked towards the bed, "And Sexy agreed so…" she shrugged a little awkwardly.

Rose smiled a little and patted the bed to urge the brunette to come sit with her, "I'm ok," she murmured.

Sophie settled herself beside Rose on the mattress, "Are you though? I mean, you and Adam seemed kinda close for a bit there,"

Rose shifted and fingered the key in her pocket that the Doctor had given back to her after a firm warning not to give it to anyone else again without his express permission.

She leaned to the right, so that she could rest her head against Sophie's shoulder, the softness of the other girl's jacket making her slim shoulder a comfortable head rest, "Yeah," she sighed out, "He was just a cute bum in tight pants,"

"That's good," Sophie murmured, not quite sure that she believed the blond.

Rose breathed out a heavy breath, "Mickey?" she murmured solemnly after a moments silence between them. Taking comfort in her slightly socially awkward friends presence. The fact that the brunette had come looking for her meaning a lot to the blond.

Sophie blinked. She hadn't actually been implying anything, but she nodded anyway. She had been a bit concerned over her friend's relationship with Mickey as she'd flirted with the killjoy, "Yeah,"

Rose picked at her blankets, "I… I…" she swallowed, "It's complicated," she finally got out, "I love him. I do. But he didn't want to come with us," she muttered with a frown, feeling her eyes sting with unshed tears.

"The Doctor said he couldn't, remember?" Sophie said a little slowly, keeping Mickey's secret just as she'd promised she would and hoping to put Rose's mind a little at ease.

Rose nodded against her shoulder, "Yeah, I know. And that's fine. It's his ship," she took in a shuddering breath, "But he didn't even try to fight it. Not even a murmur of protest – nor a word to try and get me to stay… just nothing," she twisted the blankets between her fingers, "And… I don't think I can settle into that life again. The 9 – 5 at a little shop,"

"And you thought maybe Adam…" Sophie hazarded a guess.

"…Yeah," Rose admitted, "I thought maybe he was someone who wanted to travel… travel like we do,"

Silence fell between them again as Rose sniffled a little, a few tears dampening the shoulder of Sophie's jacket.

"So, are you going to break up with Mickey?" the brunette asked.

I – I don't know," Rose said after a hesitation, "I haven't decided what I should – want to do yet,"

Sophie nodded, even as she frowned a bit, keeping her silence on the matter. She'd never been in a romantic relationship before… and hopefully all Rose needed was a little time to get her head in order to make a decision… and in the Tardis there was plenty.

Rose lifted her head away from Sophie's shoulder and wiped at her cheeks determined not to think about Adam or Mickey any more for now, "You know what we need?" she asked with a smile.

Sophie blinked at her, a little bemused at her friend's sudden change, but willing to go with it if it helped, "No. What?"

"Movies and popcorn," Rose declared and scrambled off her bed.

Sophie followed after the blond and they stepped out into the corridor and saw two sets of lights leading off in separate paths.

Rose grinned a tongue in teeth grin, "You get the popcorn. I'll choose a movie," she declared and the two split off, the blond following the set of lights that led away from where the kitchen was located and the brunette to find and prepare popcorn.

 ***O*O*O***

The Doctor stood in the console room, his gaze fixed on the monitor as he looked over the scans he'd taken of Sophie again, a contemplative frown on his face as he hoped something in it would give him the last push he needed, or what he hoped would be the last push he needed.

He was getting close to something he could feel it, even as something in the data in front of him tickled that same spot it had earlier when he'd first looked them over. And he still had no clue why.

However, he was sure that he was getting closer to putting his finger on some kind of solution for her skin contact activated visions.

He tugged at his ear mildly frustrated with himself as he recalled the moment, the short moment after the Editor had touched Sophie's cheek… the horror he'd seen reflected in her gaze and the paleness of her face… he didn't want to have to watch that happen again… powerless to stop whatever vision she'd been subjected too.

He clenched his jaw, it didn't take a clever man to take a guess at what she'd seen in that moment. The Editor hadn't lived much longer… and Sophie had practically confirmed it for him earlier before she'd wandered off into the Tardis.

She hadn't said anything, she hadn't had to, he'd seen it in her eyes…

The sudden sound of laughter echoing back to him from somewhere in the depths of the Tardis had the Doctor jerking out of his darkening thoughts. He glanced towards the sound and smiled, his mood lightening once again at the sound of his companions' laughter.

"Thanks Sexy," he murmured grateful for the reminder that both his companions were ok and recovering.

He turned back to the monitor, his attention refocusing and his mind working a bit easier at the sound of his companions' joyful laughter in his ears, even as it urged him to join them, and see what they were doing that was causing them to laugh so hard.

He blinked and then huffed at his old girl, realizing her ulterior motive, "Later," he assured her, "I'm just so close…" he trailed off as he focused in on the problem he was trying to solve.

The Tardis sighed out another hum, but conceded that he wasn't ready to relax yet… she'd try again later if he was still at it... but if he started throwing things she wouldn't be happy.


	8. Chapter 8 Father's Day

**Disclaimer:** I don't own Doctor Who. Just Sophie my oc.

 **A/N:** Thank you to everyone who followed/favourited and reviewed the last chapter. I really appreciate it. Also thank you to those who also let me know their preferences as to chapter length. Everyone seemed to want the chapters to remain as they are, so the chapters will continue on as they were, one full episode per chapter.

And thanks again to **Maethoriel Artemis** as always, I appreciate you taking the time to help me out.

 **CHAPTER 8**

 **Father's Day**

A door with the word 'Sophie' written on it slowly opened, allowing a small sliver of light to enter the darkened room. A head peaked around the door taking a quick glance around the room, before the figure opened the door wide enough for them to slip through before closing the door behind them with a soft careful click.

The figure tiptoed carefully across the room to the bed, being careful in the dimly lit room as they made their way towards the bed, where they could hear the deep even breathing of the brunette that was sleeping peacefully on the bed.

"Sophie!" the figure called, their voice hushed. The brunette shifted only slightly in her sleep, "Sophie!" they called again leaning a bit closer as she merely made a sleepy sound as she shifted again, a slight frown pulling down her brow, "Soph!" the figure rolled their eyes and leaned a bit closer, jabbing her a with a finger, "Space-Cadet!"

Sophie groaned a little, but cracked her eyes open, squinting with confusion at the figure above her, "Rosie? Wha?" she asked, a hand brushing some of her sleep mussed locks out of her face as blinked up at the blond tiredly.

"Budge over," Rose murmured, her tone still hushed.

"Huh?" Sophie muttered incoherently, before the words registered in her sleepy brain, "Kay, budging," she mumbled as she shifted over on the mattress shivering only slightly as her body slid over onto the cooler sheets.

She blinked blearily as the blond lifted the blankets and promptly slipped into the bed beside her and got comfortable under the covers, "What's up?" she asked as her brain caught up to the fact that the blond was settling in to stay.

"I couldn't sleep," Rose replied.

"Oh," Sophie mumbled her eyes falling closed again as she stifled a yawn, "So, you came for a sleepover?"

"Is that a problem?" Rose asked her teeth sinking into her lower lip.

"No," Sophie said with a shake of her head, "Just waking up still," she shifted so that she was lying on her side, facing her friend. A hand coming up to fluff the pillow she was now resting her head against.

Rose smiled brightly in response, "Should have brought you a coffee," she teased.

"That would have been nice, but then I'd have to be sitting up to drink it, and my beds all cosy," Sophie murmured, blinking the tiredness from her eyes. Her brain slowly waking up, "So, why can't you sleep?"

Rose shrugged, "Just can't,"

"Oh," Sophie mumbled again.

Silence fell between them, before Rose broke it again, "Do you know anything about your parents?"

Sophie blinked at the question that seemingly came out of nowhere, "No – I was left on a doorstep as a baby, remember?"

"So, they didn't leave you anything?"

Sophie shook her head, before hesitating, "Well, I was wrapped in a blanket,"

"No, I meant…" she trailed, "What about your name? Your parents gave you that right? Left a note or, was it embroidered on the blanket,"

Sophie shook her head again, "Nope. I'm named after the three caretakers at the orphanage that found me,"

Rose frowned at that, "Oh," she muttered plucking at the blankets, a somewhat lost look on her face at the very idea of not knowing or having nothing of your parents…

"Where's all this coming from?" Sophie asked curious.

"I don't know," the blond muttered with a soft conflicted sigh, "I just… I can't stop thinking about my dad," Rose admitted, "He died when I was really little,"

"I'm sorry,"

"Me too," Rose murmured, her hand smoothing over the soft sheets, unable to pull her mind away from the man… just as Gwyneth had said, she'd been thinking about him more and more and now, she couldn't sleep.

Sophie hesitated a moment, staring at Rose's face, doing her best to read it in the dimly lit darkness of her room, "Did you want to talk about him?" she asked.

Rose smiled softly, "Yeah…"

An hour or so later, Sophie was asleep once again. Rose however, was still lying awake eyes staring unseeingly, as her mind continued to revolve around her father. The man she only knew of thanks to what little her mum had told her. It wasn't enough. She sighed softly and closed her eyes again determined to get some sleep.

She'd ask the Doctor, after she'd gotten some sleep. There couldn't be any harm in asking, right? She just wanted to see him… maybe hear him speak…

 ***O*O*O***

"Finally!" the Doctor exclaimed with a beaming grin as a still slightly tired Sophie stepped down into the console room, "Blimey, you humans can sleep, don't know how you lot can stand it,"

"Don't know how much sleep I managed to get," Sophie muttered, walking towards where the Doctor was seated in the captains' chair, as she smothered a yawn and then noticed the look the Doctor was giving her, "Rose kicks – she wanted a sleepover," she explained as the Doctor continued to look a little confused.

"Ah," he replied, his confusion clearing and his beaming grin returned, "So, where'd you want to go today?"

"I might have an idea about that," Rose spoke from the top of the stairs, drawing their attention to her as she walked down them and into the console room. A picture frame clasped in hand.

"Is that your dad?" Sophie asked as Rose came to stand beside her, showing them the photo inside the frame.

Rose sent her a small smile and nodded, "Peter Alan Tyler, my dad. The most wonderful man in the world. Born 15th September 1954,"

The Doctor looked up from the photograph to stare at Rose, waiting for her to continue, wondering where she was going with this.

Rose swallowed, her mouth feeling a bit dry as they stared at her, "He died. 1987. 7th of November," she cradled the photo frame between her hands, hugging it to her chest, "I was thinking… could we… could we go and see my dad when he was still alive?" she asked hopefully.

"Where's this coming from, all of a sudden?" the Doctor asked with a concerned frown.

"Alright then, if we can't, if it goes against the laws of time or something," Rose mumbled her throat tight as she firmly reminded herself that she was going to accept the Doctor's answer no matter what it was, "Then never mind, we'll just leave it," she turned away to walk back to her room to put the photograph away.

"No, I can do anything," the Doctor replied and Rose turned back to him, "I'm just worried about you,"

"I wanna see him," Rose stated firmly, before she turned her head to look at Sophie who was staring fixedly at her hands and immediately felt a stirring of guilt, "Is that ok, Soph?" she asked, her throat tight all over again. Sophie's head shot up, her expression confused as she stared questioningly at the blond.

"Maybe, we could go back try and see your parents too," Rose offered, glancing over at the Doctor that was still in the chair, watching them both now, slight frown still in place.

Sophie shook her head, "No," she stated firmly, "If my parents where the ones to leave me on the doorstep of the orphanage, then they probably didn't want me," she muttered fiddling with the fingers of her gloves, adjusting them. And if they weren't…

"Annie?" the Doctor called, drawing Sophie away from her thoughts as she focused her gaze again.

She cleared her throat self-consciously, "It's ok with me. If you really want to Rosie,"

Rose smiled gratefully, "I do,"

"Right then," the Doctor jumped up from the captains' chair, "As you wish. But be careful what you wish for," he cautioned as he started up the engines of the Tardis pulling her out of an idle float as Rose told him a date and a place that she had in mind.

 ***O*O*O***

The trio sat at the back of a small crowd of people that had gathered in the registry office to witness the wedding of Peter and Jackie. The two standing in front of the registrar that was presiding over the nuptials.

"I, Peter Alan Tyler, take you, Jacqueline, Angela, Suzette Prentiss…"

"I, Peter Alan Tyler, take you, Jacqueline Suzanne… Suzette… Anita…" Peter fumbled with his nerves and he eyed his soon to be wife worriedly, before looking to the registrar in a silent bid for help as she narrowed her eyes dangerously at him.

Jackie huffed out a sigh and rolled her eyes, "Oh, just carry on. It's good enough for Lady Di," and Peter breathed a sigh of relief as the nuptials continued, without his fiery soon to be wife laying into him.

The Doctor grinned at Rose, whilst Sophie hid an amused smile behind her hand.

"I thought he'd be taller," Rose admitted, her gaze rivetted to her father as he stood living, breathing, before her very eyes.

"… to be my lawful wedded wife, to love and behold 'til death do us part,"

Rose looked down, biting her lower lip as she remembered again, just how little time her mum and dad had had together before he was hit by that car… dying alone…

 ***O*O*O***

"I wanna be that someone," Rose told the Doctor and Sophie as they stood around the Tardis console once more, her parents nuptials having finished just moments prior, "So that he doesn't die alone," she explained sadly.

The Doctor stared at her silently for a moment as he studied her face, "November the 7th?" he finally asked.

"1987," Rose confirmed, fidgeting slightly with nerves and apprehension not entirely sure she was ready for what she'd have to see in order to do what she wanted.

Sophie took one glance at her friends face as the Doctor started up the engines again to send them on their way once again and frowned in concern, "Rosie?"

Rose glanced over at her, "I have to Soph. I don't want him to die alone," she said firmly though her hands trembled, and she seized onto Sophie's hand like a lifeline when the brunette brushed it against her own.

Sophie said nothing else as she held Rose's hand just as tightly, offering what silent support she could to the blond, seeing in her eyes the determination to do it despite the hurt it would inevitably bring… that she wanted to do that one thing for her father so that he wouldn't have to die alone…

 ***O*O*O***

Rose stepped out of the Tardis, her hand still clutched around Sophie's gloved one. Her eyes taking in the day.

"That's so weird. The day my father died… I thought it'd be sort of grim and stormy, it's just an ordinary day," the blond muttered.

"The past is another country. 1987's just the Isle of Wight," the Doctor replied, before he looked down at Rose with concern as the blond continued to cling to Sophie's hand, "Are you sure about this?"

Rose swallowed, "Yeah," the three began to walk towards the Powell Estate, "So… where are you right now?" she asked Sophie wanting a distraction.

"I'd be four… no five," Sophie replied after a moment.

"So, what'd five year old you be doing?" Rose asked.

Sophie blinked at Rose for a moment, before conceding her expression turning thoughtful, "I'd be uh…" Sophie grimaced as she remembered just where she was right now at least she thought it was today… it'd been in early November of this year… she'd never forget that… but the exact date well… she had been five.

"Soph?" Rose prompted.

"Uh," she floundered a little before deciding on what she'd say, "Probably sitting by myself," she cast her gaze about the day, "Outside, possibly watching some of the other children play…" Sophie trailed off with a sigh and shrugged, not really wanting to get into it.

She doubted that she was really contributing the kind of distraction Rose was looking for, "I was five. I don't really remember," she muttered. A hand coming up to tangle in the ends of her locks… truthfully, she remembered a lot of her time in the orphanage all too well… painful, lonely memories tended to stick with you after all.

"Right," Rose muttered, only half paying attention to what Sophie had been saying as she stared around the familiar streets as they closed in on their destination.

 ***O*O*O***

On Jordan Road, the trio stood at a curb of the pavement. Rose felt her heart beat escalating in her chest as they waited.

"This is it. Jordan Road. He was late. He'd been to get a wedding present, a vase. Mum always said, that stupid vase," she said, her voice tight as her throat constricted with emotion and unshed tears as a car rounded the corner. A car that's description she'd recognize anywhere. She took a shaky breath, her hand squeezing Sophie's again, "He got out of his car…"

The car pulled over to the side of the road.

"…And crossed the road,"

The car came to a complete stop.

"Oh, God. This is it," Rose whimpered.

The Doctor linked his hand through hers offering what little comfort he could to his blond companion as they watched Pete get out of his car, vase in hand. Completely unaware that a car had just rounded the corner, the driver distracted.

Pete's eyes widened in shock as he froze in place as he noticed the car too late. The driver threw up a hand to cover his eyes…

Rose hid her face in Sophie's shoulder, the brunette adverted her gaze and squeezed her eyes shut just before the collision. Rose lifted her head, her eyes watering with tears as she saw the man who'd been so full of life just moments ago twitching on the road, the vase he'd gone to pick up in pieces.

"Go to him. Quick," the Doctor urged when the blond didn't move, but Rose couldn't. Her feet were glued to the spot, before she turned and fled, tears beginning to fall. Leaving the Doctor and Sophie to chase after her.

 ***O*O*O***

Rose, Sophie and the Doctor leaned against a wall as the sound of an ambulances sirens hurrying closer reached them.

"It's too late now," Rose murmured miserably as she leaned her head against Sophie's shoulder. The brunette's hand once again in her own, "By the time the ambulance got there, he was dead," she took a shuddering breath as she started to pull herself together just a little. She turned to the Doctor, "He can't die on his own. Can I try again?"

The Doctor stared down at her, hesitating even longer. His gaze conflicted as he stared at her tearful, heartbroken face. It had been a risky idea the first time… but it was a plain bad idea to put them there twice… but looking at her as she was right now… he couldn't deny her and so he nodded…

 ***O*O*O***

"Rose," Sophie murmured, as the three of them stood out of sight of the curb the other versions of them would be walking to very soon, "Are you sure you can do this?" she asked with concern when the blond looked at her.

Rose swallowed thickly, heart racing faster than the first time, knowing just how awful it was now… the sound of the collision, the vase smashing… "He's my dad,"

Sophie nodded, "Exactly – he's your dad,"

"I want to – he can't die alone," Rose said, her voice wavering slightly as she couldn't help but wonder the same, if she could stand here waiting for the collision a second time… that God awful sound of the vehicle hitting her dad, the car speeding off…

The Doctor glanced at them, before looking back to the street, "Right. That's the first us," he said as the other version of them came up to the curb. His instincts screaming at him… warning him of everything that could go wrong, "It's a very bad idea, two sets of us being here at the same time," he told them, "Just be careful that they don't see us. Wait 'til she runs off and they follow, then go to your dad," he instructed Rose as the car her father was driving pulled up to the curb a second time.

"Oh, God. This is it," they heard the First Rose whimper.

Rose swallowed, blood rushing in her ears, "I can't do this," she said desperately as her Dad picked up the vase from the passenger seat.

"You don't have to do anything you don't want to, but this is the _last_ time we can be here," the Doctor told her.

Rose stared at her father, as the man got out of the car again, her breaths coming heavily one thought hitting her. _'I can stop it!'_ Then she was moving as fast as she could towards her Dad.

"Rose! No!" the Doctor shouted, eyes horrified, but it was too late, the blond was beyond listening as she ran past the first set of themselves, colliding with her father to knock him out of the way of the oncoming car. The two of them tumbling to the ground as the car came flying past them.

"Oh… bugger," Sophie breathed out a curse as something intangible seemed to snap in the air around them… a shift… and the bewildered first set of themselves disappeared.

The Doctor could only stare darkly as he watched Rose interact with her father… all smiles now… his horror slowly morphing into anger, her words ringing in his ears… 'I did it! I saved your life!'

Sophie pulled her eyes away from the sight to stare at the tense form of the Doctor. She didn't really understand why she felt the way she did, because it was such a happy moment playing out in front of them, but… something in her… a strange instinct that she couldn't name made her recoil from the sight in trepidation, "That… wasn't good was it?" she asked uncertain, her voice low… the gravity of the moment surrounding them.

The Doctor barely spared her a glance as he nodded rigidly, all the while silently cursing himself for a fool.

"And that snappy-thing in the air?" Sophie mumbled.

The Doctor turned to her sharply, "You felt that?" he asked, his tone harsher than he'd intended as his anger at Rose continued to simmer, only cooling slightly as Sophie flinched back a bit from his tone.

"Wasn't I supposed to?" Sophie asked, her fingers twisting together nervously now.

The Doctor scraped a hand over his shortly cropped hair, distracted, his mind racing with everything that had happened. Everything that could happen as a result of what Rose had done… "I don't know… you're an enigma," he muttered with a scowl as he focused his gaze on Rose again, earning a slight frown from the brunette, who was feeling rather off kilter herself…

"Come on," he muttered as Rose beckoned them over with a wide beaming grin, catching one of Sophie's hands with his own, forcing her to stop twisting her gloved fingers together as he intertwined theirs, giving her hand a brief squeeze in the hopes of calming her down a little. He hadn't meant to snap at her. It wasn't her he was angry with.

 ***O*O*O***

"There we go," Pete Tyler said as he let his three guests into his flat, doing his best to ignore the tension that was just rolling off the man in waves, "Sorry about the mess," he placed the vase down next to the door, "If you want a cup of tea, the kitchen's just down there, milk's in the fridge… well, it would be, wouldn't it? Where else would you put milk? Mind you, there's always the window sill outside. I always thought if someone invented a window sill with special compartments, you know, one for milk, one for yogurt… make a lot of money out of that," he rambled on, receiving polite nods from the man and the petite brunette and beaming grins from the blond that'd saved him.

"Sell it to students and things… I should write that down," he said thoughtfully, "Anyway, never mind that, excuse me…" he excused himself as he moved through a door, so that he could get ready for the wedding he was already late for.

Rose looked around at all the stuff that was littered around the room they were in, unable to stop grinning as she took all of it in, "All the stuff Mum kept. His stuff. She kept it all packed away in boxes in the cupboard, she used to show me when she'd had a bit to drink – remember I told you last night Soph? She'd get me up on the bed with her or the couch?" Sophie nodded, whilst the Doctor leaned against the doorframe beside her.

Rose oblivious to the tension in the room in her delight, as she stepped about the room fiddling with a couple of knickknacks that she'd only seen a few times out of the boxes her mum had packed them into, "Here it is. On display. Where it should be,"

The Doctor remained silent, his arms crossed over his chest as he stared at her angrily, watching as she picked up a trophy showing it off to them, "Third prize at bowling. I think I mentioned last night that he won a few trophies for that… first two he got to go to Didcot," she beamed ecstatically and examined the trophy in her hand for a couple of seconds more before she replaced it.

Her gaze was drawn to large bottles in the corner of the room and she bent down to examine them closer, "Health drinks. Tonics, mum used to call them. He made his money selling this Vitex stuff. He had all sorts of jobs. He's so clever,"

The Doctor and Sophie remained silent as they continued to watch her moving about the room… the Doctor's quiet anger mounting as it continued to simmer away, rising with every cheery word out of her mouth.

"Solar power," Rose exclaimed as she spotted some plans out on the table, "Mum said he was gonna do this. Now he can," she turned back to the Doctor and Sophie wide smile still in place… it faded slightly when neither returned it… noticing, truly noticing that neither of them where especially pleased.

The Doctor slowly uncrossed his arms watching her with angry suspicion, "When we met, I said 'travel with me in space'. You said no. Then I said, 'time machine',"

"It wasn't some big plan," Rose said a little defensively at his tone, "I just saw it happening and I thought… I can stop it," she explained.

The Doctor shook his head a little self-deprecatingly, "I did it again. I picked another stupid ape," he sneered at her, ignoring the hurt look Sophie shot at him for his jibe, "I should have known. It's not about showing you the universe – it never is. It's about the universe doing something for you,"

"So, it's ok when you go to other times, and you save people's lives, but not when it's me saving my dad?!" Rose replied, her voice rising in pitch slightly as she felt her own anger flare.

"I know what I'm doing, you don't! Two sets of us being there made that a vulnerable point,"

"But he's alive!" Rose cried, her gaze turning to Sophie who still hadn't said a word edgewise, "Soph, you'd do it too, right? If you went back and saw that something had happened to your parents, and you could stop it… you'd do it," she said with growing certainty.

Sophie jerked a little at the question, the little girl in her reeling at the question, feeling it like a slap to the face… all those lost and broken hopes and dreams that had gotten crushed by the weight of disappointment… the weight of their gazes making her fidget uncomfortably under the sudden pressure.

She slowly licked her lips as she willed herself to respond, to put what she felt in regards to her parents into words, "On the 15th of July 1982, I was left on a doorstep with no name, no note… nothing, but a baby blue blanket that I'd been wrapped in," she said slowly, unsure where she was going with this as she stared at Rose who began to shift a little awkwardly at the reminder, her anger cooling a little, but only a little, "I don't know a thing about them, nothing to connect me to them… I… don't know what happened to them… and it's been years since I've wanted to…"

Sophie trailed off with a frown, a lost look on her face. She had no idea if she was even making any sense to either of them. Her words sounded disjointed and strange in her ears, where she could hear her blood pumping through her veins… the walls starting to close in on her. Her heart clenching with pain from a wound that was over a decade old… a wound that had scarred over years ago she thought… but it seemed it'd only been a flimsy scab…

"Soph?" she heard Rose call to her.

"Annie?" from the Doctor.

She refocused her eyes and shook her head at them, "I – I need some air," she muttered and turned and walked from the flat. Her knees feeling weak as she pushed the door open and stepped out into the corridor to make her way out of the Estate in search of fresh air.

Silence filled the flat for a moment as the two stared at the door Sophie had disappeared through… the silence heavy between them and not at all comfortable.

"It's not like I've changed history," Rose said a little weakly, guilt churning in her stomach at the hurt and pain that had been in her friend's eyes, before she'd rushed out of the flat, "Not much I mean… he's never going to be a world leader, he's not gonna start World War Three or anything,"

The Doctor sighed out a somewhat tired breath as he turned his gaze back to her, "Rose, there's a man alive in the world who wasn't alive before. An ordinary man, that's the most important thing in creation," he tried to explain, to make her understand, "The whole worlds different because he's alive,"

"What would you rather him dead?" Rose asked aghast, immediately on the defensive again, her slightly cooled anger rising again.

The Doctor's glare returned, exasperated with her, "I'm not saying that…"

"No, I get it!" Rose cut him off angrily, "For once, you're not the most important man in my life!"

"Let's see how you get on without me then," the Doctor replied coolly, belying the anger in his eyes as he held out his hand, "Give me the key," he demanded, "The Tardis key. If I'm so insignificant, give me it back,"

Rose stared at him a little surprised, before she narrowed her eyes again as she pulled the key out of her pocket, "Alright then, I will," she spat at him furiously, slapping the key back into his palm harshly.

"Well, you've got what you wanted so that's goodbye then," he stated flatly as he turned on his heel and stalked towards the door.

Rose pursued him a little alarmed at that, "You don't scare me," she got in front of him, standing between him and the door, "I know how sad you are. You'll be back in a minute. Or you'll hang around outside the Tardis waiting for me," she declared hotly, glaring up at him still, unwilling to back down despite how fast her heart was racing in fear now… fear of being left…

The Doctor stared at her a brief moment, before speaking, "Was sad," he corrected making the blond blink at him, "I've got Annie," he reminded.

"Soph, won't let you leave without me!" Rose rebutted, barely missing a beat as she corrected herself.

The Doctor remained silent this time as he stared at her a moment longer, before he pushed past her and yanked open the door and stepped through it.

"And I'll make you both wait a long time!" she shouted after him, slamming the door shut, and leaned against it heavily, uncertainty on her face as she recalled once again just how hurt and lost Sophie looked before she'd all but fled out the door.

"Boyfriend trouble?" Pete asked as he poked his head around the door.

"He's not my boyfriend," Rose muttered as she wiped at her eyes feeling tears running down her cheeks again. She just didn't understand, why was this such a big deal for him! And why had she thought it a good idea to ask Soph about her parents like that!

"Your sisters then?" Pete spoke again.

Rose looked over at him silently this time, words escaping her now as she rested her head against the door she'd just slammed shut wondering if she'd see either again.

 ***O*O*O***

The Doctor stalked out of the Estate and glanced around, searching for Sophie visually and mentally. His gaze landed on her as his consciousness brushed hers and he sighed some of the tension leaving his shoulders. Her consciousness brushing back against his, but she didn't look at him from where she was leaning against a wall, her arms crossed her expression pensive and still a little lost.

He walked over to her, pocketing the key he'd taken from Rose as he moved to lean against the wall with her.

"Where's Rose?" Sophie broke the silence between them when she finally looked over to see that the Doctor had joined her without the blond.

The Doctor shrugged, "With her dad," he muttered, his angry frown returning briefly at the mention of the stubborn wayward blond. It disappeared as he turned his gaze to Sophie, "Are you alright?" he asked gently.

Sophie shrugged and turned her gaze to the sky, "Once upon a time, there was nothing I wanted more than to meet my parents. For them to show up one day and take me home and they'd tell me I wasn't a freak and everything would make sense. Then, I grew up and realized that they were either dead, or hadn't wanted me…" Sophie stubbed the toe of her shoe against the pavement beneath their feet, "Too much of a freak for my own parents as the other kids always said,"

"Annie, you're not a freak you're…"

"An enigma? Unlikely? Just nicer words for something that doesn't belong or make any sense," Sophie muttered, eyes full of pain as she glared at the ground like it had personally wronged her.

The Doctor stared at her with sad eyes, before he cautiously raised an arm, placing it around her shoulders, ready to pull back if she showed any sign of rejecting the gesture.

He tucked her against his side, fingers stroking soothingly over the material of the wool jacket she'd taken to favouring, "I was going to go with amazing or fantastic," he offered her a small smile when she lifted her gaze to his again.

Sophie returned it, her smile strained and very brief, but she managed one, before she was staring at her toes again, "I'm being silly, aren't I?"

The Doctor shook his head, "Nah, just hurting… Annie when I said that you're an en…"

Sophie shook her head, "I know… you didn't mean anything by it," she cut him off, lifting her gaze to his face again, "I just, wish… I knew even just some of the why behind what I can do,"

The Doctor nodded, he could understand wanting to know why, "We'll figure it out," he promised. He straightened up and grasped Sophie's hand again, "Come on – we should get back to the Tardis,"

Sophie blinked as they started walking away, "What about Rose?"

The Doctor shrugged, "What about her?" he responded his voice cooling again.

"Oh," Sophie mumbled, her eyes widening in shock and realization as she stared at the Doctor, as he stared resolutely ahead as they walked towards the Tardis, before they saddened at the idea of leaving her first friend behind.

He heard her soft exclamation and glanced over at her, easily reading the expression on her face. He sighed out a heavy breath through his nose as he forced himself to calm down somewhat, "I don't know yet," he said, his tone a little gentler now, "I've got more important things to worry about right now, then Rose _Bloody_ Tyler,"

Sophie swallowed, "You mean the snappy-air thing?" she asked.

The Doctor nodded grimly, "That snappy-air thing as you call it, could have caused a wound in time," Sophie's eyes widened that really didn't sound good, "I need to get to the Tardis to check… make sure that it hasn't… I really hope that it hasn't,"

The two picked up their pace, rounding a corner bringing the Tardis into sight and the Doctor pulled out his key to unlock her. The two froze at the sight that greeted them… the inside of the Tardis was gone… instead there was just the appearance of an ordinary police box.

The Doctor stepped inside and felt around the walls with frantic desperation before he stilled, his anger returning full force at the loss of his beloved ship, "Rose!" he growled angrily, before he turned retaking Sophie's hand as he shifted into a swift run.

As he'd feared, the worst was happening and he was practically powerless to stop it. He couldn't even take Sophie away to safety… they were trapped here without the Tardis. His hand tightened around Sophie's and it was his fault, as angry as he was with Rose… he should have known better… shouldn't have risked it.

"Doctor?" Sophie asked a little breathless.

"We have to hurry," the Doctor urged as they hurried back towards the Powell Estate and upon seeing Pete's car gone he changed direction, "To the church," he said urgently and Sophie could only nod as they sprinted off down another street.

 ***O*O*O***

"Monsters!" a young Mickey cried as he ran towards the church and past the older Rose, "Coming to eat us!"

"What sort of monsters, sweetheart? Is it aliens?" a woman Rose recognised as Suzie called over to him with a laugh. Mickey didn't answer, to intent on getting himself into the church. Rose stared after him a small frown of concern on her face.

"Rose!" she heard the familiar voice of the Doctor. Rose smiled in relief and satisfaction of being proved right. He hadn't left… she turned around to see him and Sophie racing towards them, making her frown again.

"Get in the church!" he shouted at her, before he looked to the left. The expression on his face making Rose turn to look and her eyes widened in terror at the large birdlike alien thing that appeared seemingly out of nowhere…

The Doctor released Sophie's hand as the Reaper swooped down towards the blond, managing to knock her out of the way just in time and they crashed heavily to the ground.

Sophie, who hadn't stopped running herself, came up to them extending a hand to help Rose up as the Doctor was already getting to his feet.

"Get in the church!" he yelled again and there was a quick scramble as the crowd that had been milling about outside ran for the church doors.

The guests where stopped short of the door as another of the creatures appeared before them. "Oh, my God. What are they?" Suzie cried out in terror, the commotion drawing the attention of the guests who were inside the church, curiosity making them emerge out onto the steps of the church.

"Inside!" the Doctor shouted still trying to usher the guests and his companions inside the old building. "Stay in there!" he shouted as more guests tried to come out, one man to terrified to listen tried to make a run for it. Only for the creature above them to swoop down, covering the man's body with his wings.

The bride horrified, turned and tried to run for the church, only for the strange creature to drop down in front of her. She screamed terrified, only for the creature to shift targets… moving for the priest instead.

"In!" the Doctor urged, pushing Sophie and Rose inside the building before him along with the wedding guests. He turned and swiftly moved to shut the church doors as another creature swooped down towards them. He slammed them shut just in time and the creature let out a terrible scream as it was brought up short by the sturdy old doors.

"They can't get in. Old windows and doors, ok. The older something is, the stronger it is," he said thinking quickly as he observed the shadows of the Reapers as they flew about outside the church, searching for a way in, "What else?" he muttered as a Reaper screeched, "Go and check the other doors! Move!" he ordered, pausing only briefly to stare after Sophie as she immediately moved to do so despite how exhausted she was from the long run they'd had to do to get to the church, his lips quirking up fondly even as his eyes remained sad as he continued to ponder on if he'd be able to get them out of this one…

He shook it off and quickly moved off, mind still racing only for Jackie to follow after him, "What's happening?" she demanded to know, "What are they?" she grabbed his arm forcing him to pay attention to her, "What are they?"

"There's been an accident in time, a wound in time. They're like bacteria, taking advantage," the Doctor replied gravely.

Jackie frowned at him, "What do you mean, time? What're you jabbering on about, time?"

The Doctor shot her an irritated look, "Oh, I might've known you'd argue. Jackie, I'm sick of you complaining..."

"How'd you known my name?" Jackie asked, cutting over him in her confusion.

"I haven't got time for this," the Doctor continued talking over her, his annoyance growing.

"I haven't met you in my life!" Jackie carried on talking over him in turn.

"No, and you never will unless I sort this out. Now, if you don't mind, I've waited a long time to say this, Jackie Tyler, do as I say. Go, and, check, the, doors!" he ordered and pointed in a direction of a set of doors, his voice loud and commanding, brooking no further disagreements.

Jackie stared at him stunned, "Yes, sir," she mumbled and walked off to do so.

The Doctor grinned after her, feeling rather pleased with himself.

"What are you grinning about?" Sophie asked as she walked back over to him.

"Something I should have done ages ago," the Doctor replied, "How were the doors?"

"Ones I checked shut tight," Sophie responded.

The Doctor nodded, "Come on. They'll be others," he turned to walk off only for the man he assumed to be the groom approached him.

"My dad was out there,"

"You can mourn him later," the Doctor murmured not unkindly, "Right now we've got to concentrate on keeping ourselves alive,"

"My dad had…"

"There's nothing I can do for him,"

The groom shook his head, "No. But he had this phone thing. I can't get it to work. I keep getting this voice…" he explained and let the Doctor take the device from his hand.

The Doctor dialled a number and held it up to his ear and his brows raised in surprise at the voice on the other end.

"Watson, come here, we need you. Watson, come here, we need you,"

Sophie blinked in surprise the voice coming through loud enough for her to hear, "Isn't that?"

The Doctor nodded, "The very first phone call, Alexander Graham Bell," he confirmed for her as he handed the phone back to the confused and grieving groom.

"But someone must call the police!" the groom called after the Doctor as he moved to turn away.

The Doctor turned back, "Police can't help you now. No-one can," he told him grimly, "Nothing in this universe can harm those things. Time's been damaged and they've come to sterilize the wound,"

Rose swallowed thickly, her eyes wide, where she was standing watching, listening, guilt clawing its way up her throat to form a harsh painful lump as the Doctor looked at her, paid her any kind of attention since he'd ushered her into the church.

"By consuming everything in sight,"

"Is this because…" Rose began shakily as the Doctor regarded her, not looking angry anymore, just watching her with old tired eyes, "Is this my fault?" he didn't reply only stared at her a moment longer, a look that told her without room for misinterpretation that yes, it was.

He turned away moving to walk off once again to search out more entry points into the church, glancing briefly over at Sophie as she split off from him to go check another part of the church.

Not far away Pete Tyler looked from the Doctor to the woman named Rose and back again, before looking down at his baby girl in her carry-cot gurgling up at him happily, his mind contemplating the impossible.

 ***O*O*O***

Sophie stepped back into the main church, having finished checking the doors she'd found towards the back of the church, having had to slam them closed and had clicked the lock into place for good measure having heard the sound of a solid thud against the thick wood doors that had made her a little nervous… well more nervous then she already was.

Her gaze landed on Rose, who was sitting near the alter alone with wet cheeks and red puffy eyes. She wandered over to her and sat down beside her, their shoulders brushing together. Rose glanced at her in surprise.

Sophie didn't say anything. She didn't know what she could say. She wasn't angry at the blond, but she was still hurting, but the other woman was her first friend… and her closest. And she hated to see her like this… hurting and alone…

Rose sniffled beside her as she felt another rush of tears threatening to overwhelm her. She leaned her head against Sophie's shoulder, taking what the brunette was silently offering, not wanting to question it.

She still couldn't believe that this was happening all because she's saved her dad… he was just one man, and yet now alien birdlike creatures where threatening to consume everything… and it was all her fault.

"I didn't know," she muttered weakly, her voice muffled, her breath coming a little shakily as she felt Sophie move and for a moment she thought the other woman was going to pull away, instead she felt a hand on her back.

"I know," Sophie murmured, rubbing soothing circles up and down. After a long moment, the blond pulled back and the brunette thought that maybe she was going to say something else, but then movement caught her eye and she looked over at a side door.

Her gaze landed on Pete Tyler as he walked in and made his way towards them. Sophie shifted away and moved to stand, "I'll uh, go check the windows… over there," she muttered and got up and walked in the direction she'd indicated to let Rose and her father speak in private… getting a grateful nod from the man, and a slightly curious look.

 ***O*O*O***

The Doctor rushed around the main area of the church, checking for any possible exists, anything that he'd miss that'd allow the Reapers to get inside the old building.

The anxious bride and groom approached him, "Excuse me! Mr…" the groom asked.

"Doctor," the Doctor replied distracted.

"You seem to know what's going on,"

"I give that impression, yeah," the Doctor agreed as he checked a lock making sure it was secured.

"I just wanted to ask…"

"Can you save us?" the bride cut across her husband-to-be.

Those words made the Doctor pause and he turned to face the couple, switching off his sonic as he moved towards them. Eyes kind, but sad as he observed them, "Who are you two, then?"

"Stuart Hoskins,"

"Sarah Clarke,"

The Doctor smiled slightly and nodded towards Sarah's bump, "And one extra. Boy or girl?"

Sarah ran her hands over her rounded belly maternally, "I don't know. I don't want to know, really,"

"How'd all this get started then?" the Doctor asked.

Sarah glanced over at Stuart with a fond smile, one which he returned before replying, "Outside the Big Box Club. Two in the morning,"

"Street corner," Sarah added, "I'd lost my purse. Didn't have money for a taxi,"

"I took her home," Stuart said voice fond.

"Then what?" the Doctor smirked, "Asked her for a date?"

"Wrote his number on the back of my hand," Sarah agreed with a nod.

"Never got rid of her since," Stuart said with a smile, "My dad said…" he faltered, face falling and Sarah's lip trembled.

Outside the Reapers screeched loudly.

"I don't know what this is all about," Sarah said as she did her best to fight back tears, "And I know we're not important…"

"Who said you're not important?" the Doctor asked genuinely shocked that she'd think that, "I've travelled to all sorts of places. Done things you couldn't even imagine, but… you two… street corner. Two in the morning. Getting a taxi home. I've never had a life like that," he told them, his gaze catching on Sophie as he noticed her moving towards a window checking it, before looking out it at the street… probably seeing that car as it continued its loop.

The couple followed his gaze to the brunette, before glancing at each other with a slightly knowing look, before the Doctor was focusing his attention back on them.

"Yes," he said with a smile, "I'll try and save you," and Sarah smiled back through her tears.

 ***O*O*O***

"Now, Rose…" the Doctor said to the tiny baby in her carry-cot, "You're not gonna bring about the end of the world, are you?" he asked her and got a small gurgle and baby smile as she stared up at him, "Are you?" he asked more sternly and got another baby noise.

"Is that baby Rose?" Sophie as she walked over to him.

The Doctor glanced over at her, "Jackie gave her to me to look after. How times have changed," he mused.

Sophie peered down at the baby, smiling at her as she reached into the carry-cot to give her belly a gentle tickle, "Where you having a good chat?" she asked, having heard him talking as she approached.

"Brilliant really. She thinks I'm a strange madman and I should give her back to her mummy," the Doctor huffed a little.

Sophie blinked at him, "What?"

"I can speak baby," he replied with a small shrug… the baby gurgled up at them again, "And she wouldn't mind if you gave her a cuddle until her mummy comes back," he reached in and carefully took the baby out of the carry-cot and handed her to Sophie, waiting patiently as she scrambled to arrange her arms.

"I don't… I've never…" Sophie spluttered nervously.

"It'll be fine," the Doctor assured, "Just one arm there, one arm there," he instructed patiently as he kept a hold of baby Rose until she was ready, "Just like that…" he beamed as he let go watching warmly as Sophie stared down at baby Rose with a smile of her own, "There now stop whinging at me," he told the baby without any heat.

"Hello baby Rose," Sophie murmured rocking gently as instinct took over and baby Rose gurgled up at her happily.

The Doctor huffed out a small chuckle, "That'd be right,"

"What?"

"She's over the moon now. Thinks your hairs pretty. First thing she said to me was my face looked funny," the Doctor muttered with a mock pout, reaching over to give her a gentle tickle under her chin getting a giggle.

Sophie smiled, shoulders shaking slightly with a supressed chuckle.

"Ah well, she probably has a point," he said with a smile of his own, "Got stuck with a daft old mug this time,"

Sophie looked back up at him, that was the second time she'd heard him allude to having a different face. She was about to ask when Rose walked over to them, drawing their attention.

"I'd better be careful. I think I just imprinted myself on Mickey like a mother chicken," she said still tearful after her chat with her dad, but attempting to make light hearted conversation, trying to pretend that everything was as it normally was between the three of them. Her gaze landed on the baby version of her in Sophie's arms, "You know dad thought we were sisters,"

Sophie blinked a little surprised… not seeing any kind of familial resemblance between them, "Really?"

"Yep," Rose smiled at her, "Could do worse as big sisters go," and Sophie flushed a little pleased and embarrassed all at once.

Rose reached out to touch her younger self that was being cradled quiet comfortably in Sophie's arms, only for the Doctor to grab her hand quite firmly and he pushed it away.

"No. Don't touch the baby," he said sternly frowning at her as the Reapers outside gave a particularly loud screech as if sensing what had almost happened, "You're both the same person and that's a paradox, and we don't want a paradox happening. Not with these things outside. Anything new, any disturbance in time makes them stronger. The paradox might let them in,"

"Can't do anything right, can I?" Rose muttered as she lowered her hand.

"Since you ask, no. So, don't… touch… the… baby," he said slowly, spacing out the words like he was speaking to a dimwit.

Rose narrowed her eyes catching the tone, "I'm… not… stupid,"

"You could have fooled me," the Doctor retorted coolly and Rose looked away from him, eyes downcast as she swallowed back the hurt his words inflicted.

' _Doctor…'_ Sophie projected at him, her tone lightly reproving as she rocked the baby who'd started squirming a little at the changed tones at the people around her.

The Doctor glanced over at her and the baby, before back to the stung Rose and he shifted a little, his eyes softening ever so slightly, "Alright…" he relented slightly, "I'm sorry," he apologized and Rose looked back at him with slightly hopeful eyes, "I wasn't really going to leave you on your own," he admitted… able to say it now that he was calmer.

Rose's lips quirked up in a small relieved smile, her eyes glancing over at Sophie who gave her a small smile in return, before returning her gaze to the Doctor, "I know," she ended up saying, unwilling to admit, just how uncertain she'd really been.

The Doctor sighed, his expression becoming grim once again, "But just between the three of us, I haven't got a plan. No idea," he admitted.

Sophie swallowed as she shifted her hold around baby Rose, hugging her a little tighter for a moment, before she moved to place her back in the carry-cot with careful hands... glad to feel the Doctor's eyes on her watching as she did… feeling more confident knowing he'd help if she was doing something wrong.

"No way out,"

Rose glanced away, guilt eating at her again, making her stomach churn stealing her voice.

"You'll think of something," Sophie murmured softly, but with conviction, looking up at the Doctor as she made sure that baby Rose was still comfortably wrapped in her blankets… the baby a little fussy now that she'd been put down.

The Doctor swallowed thickly and glanced away from her, hating that he had to disappoint her faith in him, "The entire Earth is being sterilized. This, and other places like it, are all that's left of the human race," he said seriously as he stared at his companions again, "We might hold out for a while, but nothing can stop those creatures," he turned his gaze to the windows as the large shadows swooped past as the creatures continued circling.

"They'll get through in the end," he told them solemnly, "The walls aren't that old. And there's nothing I can do to stop them," he breathed out a pained sigh, "There used to be laws stopping this kind of thing from happening, my people would have stopped this. But they're all gone. And now I'm going the same way,"

Sophie felt her heart ache for him… for the pain in his voice and the loneliness reflected in his eyes. She reached out touching his arm, before she realized that she was going to, and in the next moment found herself drawn into a one-armed hug. Her arms coming up to return the hug, the action feeling normal, familiar to her now.

"If I'd realized…" Rose murmured guiltily.

The Doctor snapped his eyes to Rose, the blond lifting her eyes to meet his, "Just…" he breathed out a low breath, "Tell me you're sorry,"

Rose kept her gaze focused on his trying to convey just how sincere she was as she spoke, "I am. I'm sorry,"

The Doctor stared at her for a moment longer, his blue gaze searching hers, before he finally smiled and reached out to her, beckoning her into the hug.

Sophie smiled as she watched Rose step into the Doctor's arm, her arms coming around to hug him resting just under hers, glad that things seemed to be ok between them again… before she frowned as she flinched as she felt a burning sensation against her chest and she pulled back, "There's something hot," she muttered as she reached into the secret pocket the Tardis had given this jacket when the ship had gifted her with a key.

The Doctor and Rose stared as she pulled out the gold key that was glowing brightly with the heat it was generating. Sophie managed to keep her grip on the burning hot key as her gloves acted as a buffer between her and the metal. Still she winced a little as the eat seeped through the material.

"It's the Tardis key!" the Doctor exclaimed digging into his own pocket where he registered heat from the key he'd taken from Rose earlier. The metal hot against his fingers and beamed at it as he quickly shrugged off his jacket, and used it as a buffer between his hands and the hot key and used it to take the key from Sophie, excitement bubbling as a way out of this mess suddenly became possible, "It's telling me it's still connected to the Tardis!"

He swiftly moved to the front of the church coming to a standstill above the alter and turned to address the crowd, holding the keys aloft, "The inside of my ship was thrown out of a wound, but we can use this to bring it back. And once I've got my ship back, then I can mend everything. Now, I just need a bit of power. Has anyone got a battery?"

Stuart glanced over at his father's phone that was sitting on the chair in front of him. He snatched it up and showed it to the Doctor, "This one big enough?" he asked.

The Doctor rushed over to him beaming from ear to ear, "Fantastic,"

"Good old Dad," Stuart murmured a little sadly, but his smile fond in remembrance of the man as he handed the phone over, "There you go,"

"Just need to do a bit of charging up…" he muttered as he pressed his sonic screwdriver to the battery, "And then we can bring everyone back," he lifted his gaze looking around the church as he slotted the keys into place, allowing them to charge as the door shook precariously now as the Reapers continued to assault the old building... searching for a weakness to exploit.

 ***O*O*O***

Sophie stood at window, once again looking out over the street, her gaze focusing on the car… the same car from earlier… the same car that should… would have hit Pete Tyler as he crossed the road… she watched as it drove past. The driver throwing his hand up and then the car disappeared… only for the car to appear again a couple of moments later… speeding past once again, the driver throwing his hand up before disappearing again, like a broken loop…

She blinked at it, before her attention was drawn away by the feel of the Tardis' telepathic field returning… if only faintly, but it was there and it made her smile as she turned her head so that she could take in the sight of the faint outline of the beautiful ship as she began to materialize back into the universe.

One of the charging keys fitted into her lock still glowing brightly and she stepped away from the window as the Doctor shrugged his jacket back on with a grin and ran down the steps to the pulpit.

"Right, no-one touches that key. Have you got that? Don't touch it. Anyone touches that key, it'll be, well, zap. Just leave it be and everything will be fine. We'll get out of here. All of us. Stuart, Sarah, you're gonna get married, just like I said," he told them with an encouraging grin, before he turned away, his gaze landing on Sophie who'd wandered up to him, "It's gonna be alright," he told her having seen her at the window staring out at the car again, "I'll be able to fix everything with the Tardis,"

Sophie nodded and walked with him as he made his way over to where Rose was sitting at a pew, her dad the row behind her.

They sat down next to the blond who glanced over at them as they watched the Tardis continue to slowly materialize into the church.

"When time gets sorted out…" Rose found herself unable to keep from asking, but found that she couldn't finish… not sure if she wanted to know the answer.

"Everybody here forgets what happened," the Doctor replied before shooting her a look, "And don't worry, the thing that you changed will stay changed,"

"You mean I'll still be alive," Pete spoke up from behind them, "Though I'm meant to be dead,"

Rose stared at him unable to speak.

Pete nodded, "That's why I haven't done anything with me life. Why I didn't mean anything,"

"It doesn't work like that,"

"Rubbish," Pete waved the Doctor off, "I'm so useless I couldn't even die properly. Now it's all my fault all of this has happened,"

Rose reached over placing a hand on his arm, staring at him with tearful eyes once again, "This is my fault,"

Pete shook his head at her, "No, love. I'm your dad. It's my job for it to be my fault,"

Jackie who'd been giving her husband and the blond he was with the stink eye and had finally made up her mind to come over, gave him a shocked and disgusted and hurt look, anger bubbling into a boil, "Her dad? How are you her dad? How old were you, twelve?"

The Doctor rolled his eyes and glanced to Sophie and gestured for the uncomfortable brunette to get up ushering her ahead of him slightly as he moved to put a bit of distance between him and the Tyler's.

"Trust Jackie to make with the domestics. We're trying to save the world here," he muttered with annoyance.

Sophie glanced over at the arguing couple, Rose still sitting awkwardly as she watched them helplessly, "Well, it must look odd to her, her man with another… younger blond," she murmured a little sympathetically. Glad that this time she didn't have to fight off Jackie's angry inner monologue.

The Doctor huffed and snorted disgruntledly as he eyed the woman with distaste, "The world is disappearing around her and she's worried about her husband having an affair – with a woman she won't even recall…" the Doctor paused as he watched horrified as he saw Pete take baby Rose from Jackie's arms and hand her over to Rose who raised her hands to accept, "Rose! No!" he shouted as he moved back over, taking the baby back out of Rose's arms… handing her back to the disgruntled Jackie, but he was too late as a bone chilling screech came from inside the church as one of the Reapers materialized inside the building, powered by the paradox.

"Everyone! Behind me!" he shouted and the guests immediately scrambled to get behind him. He stared resolutely up at the Reaper as it spread it wings threateningly at them. There was only one thing he could do next…

"I'm the oldest thing in here,"

"No!" Sophie cried, her body moving almost on its own as she shoved the Doctor with all the strength housed in her petite body, adrenaline allowing her to push him out of the way. She stared up at the Reaper briefly as it swooped down on her.

"Sophie!" Rose cried horrified as it bore down on her brunette friend.

Sophie couldn't help the scream that escaped her when the large birdlike creature collided with her…

The Doctor stared in horrified disbelief at the spot Sophie had just been standing, before he turned his gaze up to the Reaper that was swooping around the ceiling, watching jaw clenched, his expression hardening as it did a final pass, before colliding with the still only semitransparent Tardis, the Reaper and Tardis disappearing back through the wound and out of the universe. The key falling to the floor lifelessly.

He picked himself up, hands trembling at his sides as he strode woodenly over to the key, his blood rushing loudly in his ears in time with the frantic beating of his hearts.

He picked the key up, his hand closing about it tightly… the metal cold…freezing really against his palm.

"Doc…" Rose began shakily.

"No," he cut her off his voice cold with his anger and disbelief at what had just happened, "I have nothing to say to you right now,"

Rose swallowed thickly, tears falling silently down her cheeks, her arms coming up to hug herself around her waist… for the first time, she was scared of the man who called himself the Doctor, watching with an aching heart as he strode over to the battery where the second Tardis key was still resting uselessly now, and picked it up too… everything had just gone horribly wrong! So horribly wrong!

The Doctor sat himself heavily down on a pew, his hearts aching as they continued to beat, the feeling rather hollow. He'd killed Annie… his choices had led to this… he should have just told Rose no. Should have known better than to risk creating a wound in time, but he'd been so sure that he could handle it… that he'd be able to control it… he'd forgotten a key factor though…

Rose was just a human… one of those hairless apes that never stopped amazing him… and frustrating him…

She was just a little human girl who'd seen her daddy die… God, he was an arrogant fool and now his Annie-Girl was gone…

He glanced up from the cold keys that he was holding still, hoping that they'd flare to life again, that he'd get a second chance to fix everything, to see Rose as she cautiously approached him, hovering as she stared at him sadly.

"I killed her," he muttered solemnly.

"You mean, I did," Rose replied her voice shaking with emotion, tears still welling in her eyes, spilling down over her cheeks, "If I hadn't…"

The Doctor looked away, anger simmering, wanting to lash out… to blame the easiest target… the easiest target that wasn't him, "You're just human Rose… just human…" he said again, reminding himself… needing to remind himself, "I'm the Time Lord… this is all on me…"

"Is – isn't there anythi…" Rose trailed off as the Doctor shook his head.

"No. Tardis is gone… really gone. Keys are cold… there's nothing I can do to fix this now. Can't bring any of them back anymore," he swallowed thickly and glanced up and about the church taking in the shadows as they converged on the church, "It won't be long now – they'll get in,"

"You can't, but I can, isn't that right?" Pete asked as he came over to them, his jacket in hand.

Rose and the Doctor snapped their heads towards him. The Doctor watching him eyes old, sad and full of regret as he regarded the man who was staring at them resolutely.

"I can't ask you to…"

Pete shook his head, "You don't have to,"

"Dad?" Rose asked, staring at him, more tears spilling down her cheeks.

Pete turned his gaze to his daughter as he pulled on his jacket, "That car should've killed me, love,"

Rose shook her head, body trembling as she stared heartbrokenly at her dad, "But you…" she cried, her voice cracking.

Pete reached over and stroked her face, eyes full of the love he felt for her, his little girl all grown up, "Who am I, love?"

"My daddy," she cried.

Jackie walked over staring from one to the other with wide eyes as the pieces started to come together for her as she took in the heartbreak on the young woman's face.

Pete turned to her, "Jackie… look at her. She's ours,"

Jackie's lower lip wobbled as Pete's words finally made it hammer home… the familiar features a mix of her and Pete… "Oh, God…" she cried and threw her arms around her daughter… she didn't really understand how, but… it was the least craziest thing about this day.

"I'm meant to be dead, Jackie," Pete told her when she pulled back, "You're gonna get rid of me at last,"

Jackie stared at him holding back tears now, "Don't say that," she begged.

"For once in your life, trust me. It's got to be done," Pete told her gently, "You've got to survive, because you've got to bring up our daughter," he gestured to Rose, then pulled his wife in for a last lingering kiss.

The Doctor could only stare quietly as he stood watching the moment, trying not to intrude on it, guilt eating at him as he watched the family saying goodbye.

"I never read you those bedtime stories. I never took you on those picnics. I was never there for you," Pete said apologetically.

"You would've been," Rose cried, her heartbreaking all over again. She'd just lost Sophie and now her dad was… she couldn't stop her tears.

"But I can do this for you. I can be a proper dad to you now,"

"But it's not fair," Rose cried a little harder.

"I'm sorry," the Doctor apologized solemnly, hands deep in his pockets to hide how hard he was clenching them to stop the trembling.

Pete glanced over at him, "Don't be," he assured, before turning his gaze back to his daughter, "I've had all these extra hours. No-one else in the world has ever had that. And on top of that… I get to see you," he lifted a hand to her face cupping her cheek gently, "And you're beautiful," Rose held his hand against her cheek a moment longer before letting him pull away.

"How lucky am I, eh? So, come one… do as your dad says," he urged gently.

Tears still falling silently down her cheeks Rose turned woodenly and picked up the vase and without looking at him she handed it to him.

"Are you going to be there for me, love?" Pete asked and Rose looked up at him and nodded. Pete nodded and put a reassuring hand on her shoulder as he took one last look at her, trying to memorize what his little girl looked like as a young woman, "Thanks for saving me,"

Rose screwed her eyes shut as her daddy pulled her into a hug along with her mother, her arms squeezing around him tightly… not wanting to let go… but all too soon he was pulling away and she was forced to watch as he started for the doors of the church…

The Doctor stepped up beside Rose as she stood just outside the church doors, "Go to him. Quick," he urged her as he stared at Pete Tyler's fallen form sadly.

He took a shaky breath as he watched Rose dash towards her father's fallen body, time slowly slotting back into place around them.

Beside him, he caught movement out of the corner of his eye and he turned, his hearts skipping a beat in their samba-like rhythm at the sight of the curly haired petite brunette that he'd seen eaten by a Reaper standing beside him.

Slowly as she sensed his intense gaze, she lifted her gaze from the sight of Rose sitting by her father's body. Saddened blue eyes flecked with hazel, he noticed for the first time, met his own and she gave him a small smile.

"…Hey," she murmured.

The Doctor swallowed thickly emotion threatening to choke him, "Hey," he breathed and slowly raised a hand, reaching to cup her cheek, but forcing himself to stop just short of touching her, not wanting to risk giving her a vision.

He wanted to, however, with every fibre of his being he wished that he could, wanted to touch her, make sure his little Enigma was really back.

He wanted to be able to feel her skin against his fingers… without worrying about the visions that plagued her. His determination to find a way around it solidifying further as he stared at her intently.

Slowly he forced himself to lower his hand from where it was hovering over her cheek, his fingers grazing her soft curls instead and he allowed his mind to brush hers, glad to feel her consciousness welcoming his again as she mimicked his 'hello'.

Eventually his hand found its way into her gloved one, holding on to the slender appendage firmly, his fingers intertwining with hers, glad that she was back and safe once again.

 ***O*O*O***

"Right," Rose shifted a little anxiously, a small backpack in hand, as she stood in the console room with the Doctor and Sophie, "Just a short visit home… I just want to spend a bit of time with my mum after what happened,"

The Doctor nodded, "Probably a good idea," he acknowledged as he placed a hand against the console.

"You'll come back though, right?" Rose asked, heart in her throat as she couldn't help but fear more than before that he wouldn't come back… she'd really messed up.

The Doctor nodded, "Yeah, just send a text," he replied after a short moment of hesitation that he wouldn't have had before.

Rose nodded, "Good… then keep your phone on," she chided gently trying to sound as confident as she wanted to be, "And I'll see you guys really soon," the Doctor nodded again and Rose turned and began for the door of the Tardis, Sophie walking with her.

Sophie followed her blond friend out the door of the Tardis and the two hugged tightly just outside of the Tyler flat where the Tardis had landed.

"I'm really sorry Soph," Rose apologized again her voice cracking again as she hugged the other girl tightly, tears threatening all over again.

"It's ok Rosie," Soph murmured sincerely, then glanced up to see Jackie standing by the door looking at them with concern, "I think your mum wants to see you," she said as the woman came over.

Rose pulled away to look at her mum.

"What's he done to her?" Jackie demanded.

"Nothing," Rose and Sophie said simultaneously both earning a suspicious look from the older woman.

"I'm just a little home sick," Rose murmured as she moved to her mother throwing her arms around her.

Jackie's face softened as she hugged her daughter tightly in return almost exactly as she had in the church, not that she knew that, "Oh," she focused her gaze on the brunette who was about to turn for the Tardis doors, "You're welcome to stay too you know. You don't have to carry on with the likes of him," she nodded towards the Tardis, "We've got a spare room,"

Sophie stared at her, once again touched and surprised by the woman, "Thanks, but I uh," she gestured towards the Tardis a bit helplessly… words escaping her as her tongue twisted itself into grateful awkward knots.

"Oh, go on then – the rooms not going anywhere," Jackie said with a small good natured eyeroll.

"Thanks," Sophie said again.

"See you soon, yeah?" Rose said from where she was still standing in her mum's arms.

Sophie nodded, "Yep," she agreed and gave a small wave, before she turned and walked back into the Tardis, closing the door softly behind her.

Her gaze landed on the Doctor as he sat in the captain's chair looking at a key, "Is that Rose's?" she asked as she moved towards him, surprised that he still had it, he'd given hers back before they'd taken off from 1987.

The Doctor stood and tucked it away into his inner jacket pocket and shrugged as he moved towards the console to send the Tardis back into the vortex, "It was," he muttered as he flicked a switch and engines started up before he pressed another couple of buttons that had her dematerializing from the Powell Estate.

"Oh," Sophie murmured.

"She might get it back… I haven't decided yet," he muttered torn over what to do and Sophie nodded.

The Doctor visibly brightened as he smiled at Sophie and clasped his hands together eagerly, "So, this time… where do you want to go? Only stipulation is that it has to be fantastic,"

Sophie stared at him a moment, before her expression turned thoughtful as she considered, "Well, there is one thing – don't really know if it counts as fantastic though…" she trailed off a little unsure, but the Doctor urged her to go on with a gesture…


	9. Chapter 9 To The Moon and Back Again

**Disclaimer:** I don't own Doctor Who. Just Sophie my oc.

 **A/N:** Thank you to everyone who followed/favourited and reviewed last chapter. And thank you to **Maethoriel Artemis** for helping me so much with this chapter. I hope you guys enjoy this original chapter :)

 **CHAPTER 9**

 **To The Moon and Back Again**

Sophie floated leisurely back down to the ground. Her knees slightly bent as she prepared for coming back into contact with the bumpy, rocky surface of the moon. The air shell that the Doctor had extended allowing them to breathe without a spacesuit, also providing just enough gravity to keep her from flying out into space as she jumped around to experience the weightless floaty feeling of… not quiet zero gravity, but close enough that if the Doctor hadn't told her. She wouldn't have known that there was a difference at all.

Behind her, standing by the open door of his ship, the Doctor stood watching her with fond eyes as she touched down and walked a couple of normal steps, before lightly jumping to send herself floating up a bit higher than last time.

When she'd first said that she wanted to go to the moon… he had been a little disappointed if he was being completely honest with himself. Something as easy as the moon, was a little boring for him, but watching her as she floated down to the ground again… he was glad that he'd agreed.

She wasn't as carefree as he'd hoped she'd be up here, but there was a definite improvement, a lightening of the shadow behind her eyes caused by the events of the day that they'd left behind on Earth.

When she stopped moving, her back to him as she stared down at the Earth. He stepped away from where he'd been leaning, content to just let her enjoy the experience, and walked over to her.

"Really makes you feel kind of small, doesn't it?" she remarked, "And all your problems are put into perspective," she murmured. Her gaze not leaving the sight of the Earth, seeing it for the first time in her present, not the thousands… billions of years into the future.

It may have been the third time she'd seen the Earth like this, but it still took her breath away… she had a feeling that it always would.

The Doctor nodded his agreement, "The moon is always a nice safe little trip. When you just want to bask in the Earth light," he smiled as Sophie tore her gaze from the Earth to gaze up at him, "Nothing ever goes wrong on the moon. Well, Earth's moon anyway – too small to attract trouble," he joked lightly.

"Good to know," Sophie responded with a small smile, her gaze returning to the Earth… she really, truly doubted that it would ever stop leaving her in awe…

"Can I ask – why the moon?" the Doctor said breaking the comfortable silence that had fallen between them as they stared at the planet below them.

Sophie glanced over at him again and gave a little shrug, "One of my dreams as kid was to live on the moon," she admitted a little embarrassed, glancing away again. She'd never told another person that before.

"I thought it would be far enough away, that I wouldn't have to hear everyone's thoughts – and I figured, up here would be better than the orphanage," she found herself explaining her childhood logic, cheeks flushing slightly as she felt his eyes on her as he continued to regard her. It seemed like such a silly dream to have now… the moon wasn't a place for a person to live.

The Doctor nodded, his brow furrowing slightly at the mention of the orphanage. The more she mentioned it the more he didn't like it, "We can stay up here as long as you like," he offered and got a bright grateful smile from the brunette.

"It really is beautiful up here," she murmured softly as he swept her eyes over what she could see of the moon and the view of space it offered, before turning her gaze back to the Doctor who was still staring at her, "Does it ever stop? The awe? The wonder?"

"Nope," the Doctor grinned, "And we've only just begun Annie-Girl," he exclaimed with exuberance and Sophie smiled brightly once again… the awe and wonder she felt reflected in her eyes as she returned his beaming grin.

 ***O*O*O***

A few hours later, in her bed, onboard the Tardis. Sophie slept fitfully as her body twitched and thrashed a bit on the comfortable mattress. Her eyes darting back and forth beneath her closed lids as she dreamed for the first time since the killer mannequins of doom. Her lips parted as she silently mouthed the same words over and over again…

' _Bad Wolf… Bad Wolf… Bad Wolf… Bad Wolf… Bad Wolf…'_

Images of the words flashed across her closed lids and she jerked a little again, before she gasped loudly as she sat up. Her hands coming up to clutch at her head, as a pair of eyes glowing gold haunted her and the pain, fear and sorrow she'd felt in her nightmare twisting inside her sickeningly…

She threw the covers off her legs and practically leapt out of her bed. Her limbs trembling as she paced about agitatedly as her mind raced in confusion, before she stepped over to her closet to throw on some clothes, grabbing the first things she laid eyes upon, just wanting, needing to get out of her room that seemed to be shrinking in on her…

 ***O*O*O***

The Doctor looked up from the monitor where he'd been going over Sophie's scans again as the Tardis hummed at him, drawing his attention.

His brow furrowing as lights illuminated a path leading out of the room he'd sequestered himself away in to focus whilst his brunette companion slept after their trip to the moon.

He switched off the monitor and got to his feet, walking out the door and following the path. It didn't take him long to understand as he heard the soft sobs coming from a little further up the corridor. He briefly touched a wall, _'Thanks Sexy,'_

He pushed open the door and turned his gaze around the solarium, searching for Sophie in the room that was illuminated only by the stars that were above their heads.

It only took him a moment to spot her curled up on one of the couches, staring up at the stars above her head, "Annie-Girl, what happened?" he asked as he came to sit beside her.

Sophie shook her head, "Can't," she muttered.

He stared at her a moment, "I'm sorry," he murmured as understanding dawned.

"Not your fault," she murmured as she felt the Doctor's hand against her back, coaxing her gently against his side, "Don't even understand what any of it meant," she grumbled… the lingering feelings the nightmarish vision had invoked had shaken her that's all… shaken her and left her confused.

What was it about Bad Wolf? What was so important about those two words? Words that she'd heard before… seen before… but hadn't thought anything of until now…

The Doctor rubbed her back in soothing circles as he thought for a moment, before he got up off the couch, "Come on… I know just the thing,"

Sophie stared up at him for a moment. A little dubious about wanting to go anywhere, but she got up and followed him out of the solarium, glad that she'd thrown on some clothes, before she'd wandered out of her room in search of… well, in search of whatever had led the Tardis to lead her to the solarium.

 ***O*O*O***

Sophie stared out at the sight before her awed by the beauty, "Where are we?"

The Doctor smiled, pleased that he'd managed to successfully distract her from whatever vision that had plagued her sleep, "The Beach of Singing Sands. The whole planet is just water and sand," he gave her a gentle nudge, "Go on,"

"The waters pink,"

The Doctor grinned, "Go on," he urged again.

Sophie stepped out of the open doorway of the Tardis, a delighted grin lighting up her face at the sound of the sand in response to her steps. Her bare feet squidging in the sand.

The Doctor leaned against the Tardis doorway, watching for a long moment with a warm smile as Sophie moved swiftly about the sandy beach, experimenting with the musical sounds she could make at different speeds and if she gave a bit of a jump or a leap.

When she stopped moving to stare out over the pink water, he stepped out onto the sands himself and walked over to her, taking in the melancholy that was on her face as she stared out over the water, but he had a feeling that she wasn't really seeing it, lost once again in her earlier nightmare. And it hurt him to see it. Hurt him that there wasn't anything he could do to ease her burden.

"I really am sorry Annie-Girl," he murmured and gently tugged her into his arms, giving her enough time to pull away if she wanted to, but she moved against him with a slightly shaky sigh, her arms coming up to return the embrace, "I wish I could do more,"

Sophie shook her head, "This is enough," she murmured sincerely, glad for the comfort of his arms around her.

She felt him press a kiss into her hair on the top of her head and blinked a little surprised at the action, but made no move to disentangle herself from the hug… thinking nothing of the affectionate action aside from the fact that it felt nice… as nice as his hugs.

The Doctor rested his cheek against the top of her head, internally warring with himself as he told himself that he should let her go now, but he didn't move… couldn't bring himself to do it quite just yet. His Annie-Girl really was amazing…

As Sophie listened to his hearts beating in his chest she felt herself calming down again. The lingering emotions starting to fade away, leaving only her confusion. _'Bad Wolf…?'_

"It's beautiful here," Sophie sighed breaking the companionable silence.

"Yeah," he agreed softly.

 ***O*O*O***

A while later, Sophie sat on the sand that was almost a pure white colour, her toes idly shifting around the sand, occasionally shifting the grains enough for small gentle musical notes to drift up to her on the gentle breeze as she stared out over the pink lapping water.

The sound of musical notes coming towards her had her turning her gaze away from the gently lapping water, to look at the Doctor as he walked back towards her, two steaming mugs in hand.

A sweet scent reached her nose and she straightened up a bit more interested then before, "Is that hot chocolate?"

"With those little marsh-mellow things you humans are so fond of, for you," he agreed as he held out one of the mugs to her.

Sophie accepted the mug with a murmur of thanks and took a deep breath, savouring the scent, as he sat down beside her on the sand.

"How'd you know I liked two marsh-mellows in my hot chocolate?" she asked and the Doctor shrugged and quirked his lips up at her in a way that had her rolling her eyes good naturedly as she returned it, "Cos your clever, right?"

"You said it," he agreed a bit smugly.

"Sexy totally ratted me out, didn't she?" Sophie muttered shooting a look at the blue box that was sitting innocently with her door still open as she waited for them to return.

"Yep," he agreed again with a grin.

Sophie shook her head faintly amused and took a sip, before letting out a satisfied sigh. She loved her tea and her coffee, but hot chocolate would always hold a special place in her heart, "You were right – this was exactly what I needed. Thank you," she said sincerely.

"Course I was," he declared, before his expression softened, and he smiled at her warmly, "You're welcome,"

They sat in companionable silence, finishing their rapidly cooling drinks as the planets sun drifted lower across the sky and the wind began to pick up slightly.

The Doctor glanced about the planet, taking in the chill that the wind was bringing, "We should head back to the Tardis," he told her as he got up brushing sand from his clothes, before offering her a hand up.

"Planet gets the occasional storm. Whips the sand up, makes for a very off tune, musical sand storm," he explained at her curious look as he helped her up.

Sophie glanced about the planet, her curly hair lifting up with the wind as it became a bit gustier, "Never seen a sandstorm before," she murmured, her eyes catching sight of some sand lifting into the air briefly. A musical note hovering in the air for a moment, before it fell back to the beach.

"Did you want to?"

"Can we?"

The Doctor shifted his grip on her hand, "Not from here," he replied as they started for the Tardis, and Sophie couldn't help but grin in anticipation.

A few moments later, the two were standing at the open doorway of the Tardis as the ship hovered above the planet, but still in its atmosphere, as they watched the sand being whipped around the surface of the planet.

The wind storm making the sand practically sing as it danced in the air as it flew through the air caught up in the current.

"I thought you said it would be off-key?" Sophie murmured as she continued to watch the sand dance.

The Doctor winced a little, before he grinned and had to keep himself from reaching out to give her ear a teasing flick, "Human ears?" he marvelled sarcastically.

Sophie tore her eyes away from the planet to pin him with a look, "Like Time Lord ears are so much better?"

"They are. If yours were as good you'd hear how off tune it is too,"

Sophie flicked her gaze to his ears and her lips quirked up, "Well… they are big enough. I suppose,"

"Oi!" he pouted, mock offended and she chuckled lightly as her lips quirked up into a teasing smile. He huffed, still smiling, "Ooh, cheeky you are,"

"Seems so," Sophie agreed with a nod, before she heard her phone give a chime and buzzed in her pocket. She dug into her jeans pocket and fumbled it slightly as she pulled out the small device that she was still learning to work.

Frowning slightly as she made the holographic keyboard light up. She swiped it, so that the display was bigger, and easier for her gloved fingers to use as she looked at what had made her phone go off, "Oh, it's from Rose," she murmured as she entered into the message, "Apparently it's been three days on Earth," she said, a little surprised that that much time had already past for the blond. It hadn't felt that long to her since they'd dropped her off, "And she starting to go barmy,"

The Doctor slowly walked over to the console, "With her mother – I'm sure,"

Sophie shot him a look, "Jackie's not that bad,"

"Say that again, after she's smacked you," he muttered, rubbing at his cheek again.

Sophie rolled her eyes, but her attention was drawn back to her phone as it chimed again with another message from Rose, "Ah. Her mum's nagging her about applying at the meatworks," she grimaced sympathetically, recalling how adamant Jackie had been about her daughter finding work after Henrick's had been blown up.

"Right. Let's go get her, before her mother drives her completely round the bend," he muttered as he began moving about the console pressing buttons.

Sophie rolled her eyes again at that, she had a feeling that he'd never become fond of Jackie Tyler. It seemed he was just stubborn like that.

 ***O*O*O***

The Tardis materialized in the Powell Estate outside the Tyler's flat, the wheezing sound making Rose looking up from where she'd been watching the telly. She leapt to her feet, "Mum he's here. Gotta go!" she called as she hurried towards the door picking up her backpack that she'd left by it in preparation.

"Alright," Jackie said with her arms crossed as she stepped out of the kitchen a concerned frown darkening her brow, "Take care of yourself now!"

"Bye mum," Rose called. The door clicking shut behind her and Jackie sighed sadly, before she turned and walked back into the kitchen.

"Finally!" she exclaimed as she practically threw open the Tardis door. She stepped inside the ship that she'd missed, from almost the moment it had started dematerializing in front of her and her mum.

"We left as soon as I got your message," Sophie responded a little confused.

Rose raised a brow at them, "I sent that message four days ago," she told them, shooting a look of mild irritation at the Doctor who was lounging unconcernedly in the captain's chair.

He blinked at her and glanced down at the console, "Ah… well. At least it wasn't 12months this time," he offered with a small apologetic shrug.

Rose rolled her eyes at that, before silently conceding that he had a point as he stood to pilot the Tardis back into the vortex.

"Right, well. I'm stealing Soph," Rose said as she made for the stairs so that she could put her backpack back into her room. Sophie stared at her a little confused by that, but followed curious, "Try not to be too bored without us," Rose called over her shoulder as they started up the stairs.

"Oh, I'm sure I'll manage," the Doctor responded as he glanced back down at the console, pondering on the repairs that needed to be done to his beloved ship.

"So," Rose began as they walked side by side down the corridor, "My week was boring and normal. What did you and the Doctor get up to?" she asked curiously.

"Well… I don't think it was a week for us… maybe a day at most,"

Rose blinked at her surprised, "Wow. Just when I think I've got my head wrapped around this whole time travel thing it goes and confuses me again," she muttered, "So, what happened in this day?" she persisted, still curious as to what the two had been up to and listened intently as Sophie told her about what they'd done… the two places that they'd gone.

The brunette only leaving out the 'why' behind the sudden trip to the planet called the Beach of Singing Sand.

"So, you did get that second date then?" Rose said with a teasing grin, enjoying the way Sophie's cheek flared red in embarrassment.

The brunette rolled her eyes and shot the blond an exasperated look, "I told you. We weren't on a date on Satellite Five," she groaned at her, "And we weren't on a date at the beach either.

"Sure, you weren't," Rose teased again, "He bought you a gift,"

"He replaced my phone," Sophie muttered on a resigned sigh, shooting the blond an irritated look.

"You drank hot chocolate together," Rose lightly sing-songed tongue poking out from between her teeth as she grinned at her friend who was still red cheeked.

Sophie crossed her arms over her chest as she eyed the blond that was obviously teasing her, she realized, "You take joy in tormenting me," she bemoaned lightly, feeling a might foolish that she'd been taking the blond seriously.

Rose nodded mock seriously, "Of course. What else are little sisters for?" she asked with innocence.

Sophie tripped over her own feet and had to catch herself with a hand on the wall, "When did that happen? Was this a conversation I missed? I spaced out again and missed something, didn't I?" she muttered with a concerned frown.

Rose laughed, "Since mum offered you a room. That's as good as a Tyler adoption and as you're four years older. That makes you the big sister," she poked her tongue out.

Sophie eyed it and then lifted her gaze to Rose's whose eyes were dancing with mischief, "…brat," she finally said, her tone light, teasing.

Rose wrapped an arm around her back as they continued on down the hallway together, "Yep. Getting the big sister thing down already – I always wanted one of those…"

Rose shook her head a little as they continued to banter back and forth, Sophie getting more comfortable with the teasing rhythm of their conversation. Yep. The Space-Cadet was as oblivious as ever.

The real question she had now… was the Doctor? That was a question she had a feeling would be much harder for her to divine an answer too.

"It was so a date," the blond muttered deliberately loud enough for Sophie to hear as their banter came back around to the Doctor.

"It was not," Sophie disagreed immediately.

"Was so!"

"Was not!"

"Was so!"

"Oh – not this again!" Sophie bemoaned as she recognized the childish argument that they'd fallen into the first time Rose had brought it up, shortly after the incident at Satellite Five, whilst they'd been watching a movie.

Rose nodded with another tongue in teeth grin as she conceded to the brunette's plea. She had a feeling that she'd probably pushed a little hard today on the social front. The brunette who was definitely gaining confidence was still socially awkward and she had just told the other woman that she was now practically considered family…

The blond tilted her head slightly, perhaps she should have handled that a little gentler… but her 'big sister' was seriously fun to tease! And she seemed to be handling it ok… at least it looked like she was…


	10. Chapter 10 The Empty Child

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** Thank you to everyone who followed/favourited and reviewed last chapter. And thank you to **Maethoriel Artemis** for helping me out quite a lot this chapter as well.

 **CHAPTER 10**

 **The Empty Child**

"Is it something to do with touch amplifying peoples thoughts?" Rose asked, a pensive look on her face as she studied Sophie from where she was sitting to the other woman's left at the kitchen island, dirty, empty plates in front of them.

"Nope," Sophie shot down, "But, it was better than your last guess," she soothed, adjusting the fingers of her gloves, before she picked up her still warm mug of coffee again.

Rose pouted lightly, "How much better?"

"Um… well, you're not wrong… but it's not the reason behind why I wear the gloves and jacket," Sophie replied, a light frown creasing her brow as she wondered if that would still hold true with the shields the Doctor had put in place for her.

"Hmmm," Rose murmured contemplatively as she eyed her friend.

"You know… you don't have to guess. You could ask and… I'd tell you," Sophie told her after a moment of silence had passed between them. A little surprised at herself for making the offer, but not bothered by it – not really. Not like she would have been once upon a time.

Rose raised her brows, surprised, before she shook her head, "No. I said I'd guess, and I will. It's just turning out to be harder than a I thought it'd be," she groused, her lower lip jutting out in another pout. It had been weeks and she still didn't have a clue.

Sophie shook her head at the blond, but shrugged as she turned her attention back to her coffee, taking a gulp of the rapidly cooling liquid, "Suit yourself,"

"I will," Rose said stubbornly and watched as Sophie raised a hand to cover her mouth as she yawned for the fifth time since they'd entered the kitchen, "Does it have anything to do with why you've been having trouble sleeping lately?"

Sophie grimaced at the fresh reminder of her dreams. Those words… those eyes glowing gold – raw with a kind of power that never failed to leave her shaken and confused. Each dream as useless as the last in telling her anything about what was coming – what 'Bad Wolf' meant – what it was – why the words were following them.

"Do I look that bad?" she finally asked.

"No – but you've been all yawns lately," Rose assured with a small shrug, "But I was right, right? It's connected,"

"I thought you wanted to guess? What's with the twenty questions?" Sophie asked curiously.

"I am guessing!" Rose insisted, "I just need more to work with,"

"Oh… In that case – you could say that it's related,"

Rose frowned, still pouting at the brunette, "Well, that tells me something and nothing all at the same time!" she cried in mild frustration, "Come on Space-Cadet, give me a hint. I'm struggling here!" she whined.

"Um… it doesn't happen all the time," Sophie offered after a moment's thought of what she could say that the blond didn't already know from what she'd observed.

Rose groaned throwing her head back, "Soophhh!" she whined.

"Rosieeee!" the brunette whined in return, "I told you, all you've gotta do is ask and I'll tell you,"

"But I wanna guess," Rose muttered, pout back in place even as she gazed off to the side thoughtfully.

Sophie shrugged, "There's nothing else I can tell you without giving it away,"

Rose stared at her mutinously for a moment before she huffed out a breath, "Alright. Tell me," the brunette opened her mouth only for the blond to talk over her, "No. Don't tell me," she changed her mind, "I'm going to be able to guess it. Just you watch!" she declared, pointing a finger at her.

Sophie huffed out an amused breath, "Alright, but if you haven't guessed in say… a week? Then I'll tell you,"

Rose grinned, "Deal! I'm so going to guess!"

"Uh-huh. You've been saying that for how long?" Sophie questioned with a teasing grin.

"Shush," Rose rebutted with a playful frown, "I've still got more questions,"

The two were interrupted as the Tardis careened violently sending the two tumbling to the floor.

"What the hell was that?!" Rose exclaimed as she sat up.

"No clue…" Sophie murmured concerned as she picked herself up off the floor, holding onto the bench for support as she offered Rose a hand. The ship shuddering under their feet as she hurtled through the vortex. Sophie tilted her head slightly as she glanced about the ship trying to talk to her, "But Sexy, isn't happy," she murmured, the Tardis humming unhappily, but not elaborating on just what had happened.

Rose shook her head as she followed Sophie out of the kitchen and into the corridor as they headed for the console room, "Crazy alien driver," she grumbled under her breath.

"What's happening?" Sophie asked as she stumbled a little as she stepped down off the stairs and into the console room, Rose only a step or two behind her.

The Doctor glanced over at them briefly, before turning his attention back to the monitor as he moved about the console, "Something came flying out of nowhere, almost hit the Tardis!" he exclaimed.

"No wonder Sexy isn't happy," Sophie muttered as she clung to the console to keep from falling to the floor again.

"Hold that lever down, would you? We've got to go faster if we're going to catch up to it!"

Sophie moved to comply sharing a look with Rose who was clinging to the console beside her.

"Why do we have to catch it?" Rose asked curiously.

"Because it's mauve," the Doctor replied like it was the most obvious thing in the world as he dashed about the console, and the Tardis gave another particularly violent shudder as he hit a few more buttons.

"Mauve?"

"The universally recognized colour for danger," he explained.

Rose and Sophie blinked at him, "What happened to red?" the blond asked.

"That's just humans. By everyone else's standards. Red's camp. Oh, the misunderstandings. All those red alerts, all that dancing,"

He turned his attention back to the monitor and gestured at the object that was displayed on the screen, "It's got a very basic flight computer – I've hacked in, slaved the Tardis. Where it goes, we go,"

"That doesn't sound safe," Sophie said from where she was pressing down the violently shaking lever.

"It is. It's totally safe," the Doctor assured only for part of the console to explode as the Tardis disagreed with him as she shuddered. He winced slightly and gave his companions a slightly sheepish look as they stared at him sceptically now, "Ok, reasonably," he corrected himself and the Tardis gave another displeased hum, "Should have said reasonably there," he glanced back at the monitor and frowned, "Oh, no, no, no, no, no!" he shouted as he started frantically moving about the console again, "It's jumping time tracks, getting away from us,"

"What exactly is this thing?"

"No idea,"

"Then why are we chasing it?"

"Because it's mauve and dangerous. And about 30 seconds from the centre of London,"

Sophie clung to the lever, her grip tightening around it, as it almost shook out of her hands, "This isn't going to be a smooth landing, is it?"

"Probably not," the Doctor admitted as he stared at the monitor, a hand poised in preparation over a button, "Be prepared to let go of that lever when I say," he ordered and Sophie nodded her understanding as the Tardis hurtled with great speed through the vortex…

"Now!" Sophie let go and the Tardis lurched sickeningly and the console started to smoke heavily…

 ***O*O*O***

"How'd you ever pass your licence test?" Sophie groaned from where she'd landed heavily on the console room floor.

"I didn't, since you asked," he replied as he stepped over to her and extended a hand to her, "It's not my fault that the instructors didn't understand my genius," he pouted, with a slightly sheepish shrug at the incredulous looks he was receiving.

Sophie shook her head as she accepted his hand, "That explains so much,"

"I'd say," Rose agreed from where she'd only just managed to retain her feet with the help of clinging to the console – not having had to release the lever like Sophie had, "It felt more like we crashed than landed,"

"We didn't crash," the Doctor denied, "We landed just fine," he assured with a slight pout, before he turned and made his way towards the door.

"Yeah sure," Sophie muttered under her breath, "Tell that to my bruised backside,"

"You alright?" Rose asked as she came to stand beside the brunette.

Sophie sighed out a breath, tension leaving her shoulders, "Yeah. Just tired," she assured as they began to walk towards the door that the Doctor had left open for them.

Rose hummed thoughtfully, "Say… your trouble sleeping wouldn't have anything to do with the Doctor, would it?" she asked innocently, but her eyes alight with mischief.

Sophie blinked over at her with a small frown, "No – why would it?" she asked curious and confused.

Rose stared at her a moment before huffing out a short slightly amused and exasperated breath, "It's a valid question," she answered with a shrug.

"…Right," Sophie muttered a little dubiously as they reached the door and stepped out into a back alley, behind some bleak rundown looking houses. She had a feeling that she was missing something again…

"Do you know how long you can knock around space without happening to bump into Earth?" the Doctor asked as they joined him, eager to take their minds off his less than graceful landing.

"Five days?" Rose guessed, "Or is that just when we're out of milk?"

"Of all the species in all the universe and it has to come out of a cow," he remarked as they made their way down the alley.

Sophie lost the battle against another yawn, her left hand coming up to cover her mouth. The Doctor's hand took her right and she glanced over at him as she lowered her left back down to her side.

"Keep up Annie-Girl,"

"I wasn't falling behind," she muttered, but didn't attempt to pull her hand from his. On the brunette's other side, unseen by both, Rose shot them a knowing look that was fond, amused and considering all in one.

"Must have come down somewhere quite close," the Doctor said, ignoring Sophie's half-hearted mutter as he only slightly shifted his grip on the slender, gloved appendage, "Within a mile, anyway. And it can't have been more than a few weeks ago. Maybe a month,"

"A month?!" Rose exclaimed surprised, "We were right behind it!" she protested.

The Doctor glanced at his two companions who were eyeing him with shocked surprise, "It was jumping time tracks all over the place," he defended himself, "We're bound to be a little out. Do you wanna drive?" he grumbled at them.

"Yeah," Rose stated like it was obvious.

Sophie nodded, "We'd probably manage to do a better job, Mr. Misunderstood Genius," she quipped.

"Oi!" he protested, hand tightening around Sophie's slightly as his lips quirked up to return her smile.

"So, how much is 'a little'?" Rose asked.

"A bit," he responded evasively.

Rose shared a slightly exasperated look with Sophie, "Is that exactly a bit?"

"Ish," he replied just as vague as before.

"And how much exactly is 'ish'?" Sophie asked.

"A pinch,"

' _Evasive – thy name is Time Lord,'_ Sophie internally huffed as she shared another look with Rose.

' _I'm being completely candid,'_ he protested.

' _Ha-ha,'_ she responded with sarcasm and the Doctor grinned.

"What's the plan, then? Are you gonna do a scan for alien tech or something?" Rose asked.

The Doctor gave the blond a look, "Rose, it hit the middle of London with a very loud bang. I'm gonna ask," he pulled his physic paper out of his pocket showing it to them.

"Doctor John Smith, Ministry of Asteroids," the blond read.

"Physic paper, tells you…"

"Whatever you want it to tell me, I remember," she cut him off.

"Sorry," he apologized, before turning curious eyes to Sophie who was squinting at it again, "Can you see anything?"

"Uh… kinda… this time, it kinda looks like… um, like I need glasses I suppose," she glanced up at him, "Is that from the new shields, cos last time it just looked kinda fade-y," she reminded him.

"Very likely," he agreed as he tucked it away again for now.

"Not very Spock, is it? Just asking," she added when the Doctor shot her a look over his shoulder as they approached a door.

"I didn't know you were a Star Trek fan," Sophie said with a smile, surprised and delighted, "We should do a marathon sometime," she suggested.

Rose shrugged, "I'm in,"

The Doctor shot them both a slightly irritated look, "What would you wanna do that for?" Sophie and Rose turned questioning gazes on him, "You've got me. Much better than some sci-fi tv show,"

"This coming from the alien that wants to just ask the locals," Rose muttered crossing her arms over her chest not very impressed.

The Doctor rolled his eyes as he reached into his pocket and pulled out his sonic screwdriver as they reached the door, "Door, music, people. What d'you think?"

"I,"

"We," Sophie corrected.

" _We_ think you should do a scan for alien tech," Rose stated, and they stared at him hopefully.

The Doctor glanced from one to the other and back again, his eyes widening slightly, "No. Oh, no. Don't start that!" he whinged at them.

"Start what?" they asked practically in sync.

"Like you don't know what," they stared at him and he scowled, "Stop it!" he insisted.

Rose and Sophie glanced at each other and then back to him, "We're not doing anything," the brunette insisted.

The Doctor stared at them suspiciously for a moment longer. His companions relationship had changed… they'd gotten closer after Rose had come back… it was only a matter of time before they started ganging up on him, but he'd been hoping that it wouldn't be this soon… then again, maybe he was just reading too much into it…

"Good – keep it that way," he muttered, before he turned back to the door, one hand still keeping a hold of Sophie's.

"We just want you to give us some Spock! Just once, would it kill ya?" Rose asked with her lower lip jutting out in a slight pout.

"I'm much better than Spock," he grumbled under his breath, "Spock doesn't have a sonic screwdriver,"

Sophie exchanged another look with Rose, "Are you competing with a fictional character?" she asked curiously as she eyed him with mild confusion.

"No, of course not!" the Doctor denied, glancing over at them again, "Are you sure about that t-shirt?" he asked to change the subject.

Rose glanced down at her Union Jack t-shirt and shrugged, "Too early to say. I'm taking it out for a spin,"

His gaze shifted to Sophie as she yawned again, "And you, are you sure you're going to be able to stay awake?"

"I'll be fine. Just need the caffeine to kick in," Sophie waved off, only for the Doctor to continue staring at her with concern, "Seriously. I'm not _that_ tired," she assured meeting his gaze unwaveringly.

"Alright then," he conceded and turned back to the door once again, Sophie watching curiously whilst Rose glanced around from where she was standing, slightly behind and the side of Sophie… her attention being snagged by the sound of an eerie childlike voice.

"Muuuu-mmy?" Rose glanced about the alley for the source and then back at Sophie and the Doctor, who hadn't heard it over the sound of the music that was coming from behind the door, "Muuuu-mmy?" it came again and Rose glanced about the alley again searching for the child.

The Doctor got the door open and grinned, "Gotcha!" he cheered, pocketing his sonic and then opening the door, "Come on then. Won't take a minute," he assured before he stepped inside, Sophie following him in, one of her hands still clasped in his – neither aware that Rose hadn't followed them in.

 ***O*O*O***

Sophie glanced about as they entered the drinking den, scrunching her nose at the strong smell of cigarette smoke and alcohol, "Where's Rose?" she asked, taking note of the blonde's absence with a frown – she could have sworn that the blond was following them inside.

The Doctor shrugged, "Probably pouting outside about the lack of Spock of all things," he spoke over the noise with a roll of his eyes.

"You really have a thing against Spock, don't ya?"

"She's quite good," the Doctor stated, gesturing at the singer on the small stage.

Sophie stared at him a moment, before huffing out a breath, "Really subtle," her lips quirked up in response to the amused smirk he shot her.

"Wait here," the Doctor told her as the crowd broke into applause as the singer finished up her performance, "Don't wander off. This'll only take a moment," Sophie nodded and glanced around the smoky dimly lit drinking den whilst the Doctor made his way towards the stage.

"Excuse me! Excuse me!" he spoke into the microphone, "Could I have everybody's attention just for a mo?" he asked as the crowd fell silent to listen to him, "Be very quick, eh… hello!" he greeted with a cheery wave, "Eh… might seem like a stupid question, but has anything fallen from the sky recently?"

Silence met his question for an extended moment and Sophie's eye caught on something on the wall and she shifted towards it to get a better view as the crowd suddenly burst into laughter.

The Doctor stared out over the crowd rather confused at their reaction as they continued to laugh uproariously, "I'm sorry, have I said something funny?" a fresh wave of laughter came from the audience.

A person moved and Sophie's eyes widened at the sight of the poster that was tacked up on the wall. _'Well that's just… bugger!'_

"It's just, there's this thing I need to find, would've fallen from the sky a couple of days ago," a siren sounded and the Doctor frowned as the people started to get up and move towards the door, his eyes scanning, "Would've landed quite near here," he glanced up at the ceiling where the siren seemed to be coming from. His mind ticking, before he was scanning the crowd again, searching for a familiar brunette, "With a very loud…" he found her and felt relieved that she hadn't disappeared on him. He took note of the fact that she had her back to him and lifted his gaze to try and see what had captured her attention and swallowed at the sight of the World War II poster, "Bang," he finished.

 ***O*O*O***

Rose panted as she slowly climbed the rope that had appeared out of nowhere, but she was determined to keep going. She was getting there!

"Mummy…" the child wearing a gas mask said again from where he was standing precariously close to the edge of the building, a couple of short steps more and he'd fall to his death.

Rose looked up at him again and saw the child pointing up at something above them.

"Balloon!" he told her.

Rose's eyes widened in fear as the rope suddenly moved away from the wall and she looked up, a scared sound escaping her as she gaped up at the barge balloon that the rope was attached to. A balloon that was now drifting off through the sky… with her still dangling from the rope, lifting her higher and higher.

"Doctor! Doctor! Sophie!" she shouted terrified and as she was turned around she clung tighter to the rope as she saw German planes flying through the air – dropping bombs with a terrifying frequency, "Ok," she breathed, "Ok," trying to keep calm as terror clawed at her, "Maybe not this t-shirt!"

 ***O*O*O***

The Doctor jumped back down from the stage and hurried over to Sophie who turned to look at him, "Doc…"

"I know! I know!" he cut her off as he took a hold of her hand, hurrying them out of the den and back into the corridor they had walked down only moments before.

They emerged out of the den and back out into the alley to see it empty of a blond in a Union Jack, "Rose!"

They rounded the corner bringing the parked Tardis into view and still no Rose in sight, but on a dustbin, a cat meowed drawing their attention from the otherwise deserted alleyway.

The Doctor stepped over to the small animal and scooped it up into his arms, "You know… one day. Just one day, maybe… I'm gonna meet someone who gets the whole 'don't wander off' thing,"

Sophie joined him by the dustbin, a hand coming up to pat the cat's head and scratch behind the purring animals ears, a concerned frown creasing her brow, "I don't suppose you saw where our blond friend went, did you little fella?" she asked as the cat bumped its head against her hand.

"Nah. He's only been here a couple of minutes, alley was already empty," the Doctor replied after the animal gave another meow.

Sophie met his gaze, her own a little incredulous, "Let me guess, you speak cat too?"

The Doctor grinned, "Yep," the cat meowed again, "He asks if you could get that spot under his chin,"

Sophie shifted her hand to oblige shaking her head in light amusement, "Friendly little guy, aren't ya?" she said as the cat leaned heavily into her scratching fingers, silently lamenting the fact that she was wearing her gloves so she couldn't feel his fur.

She reached into her pocket to pull out her phone so that she could call the missing blond, hoping that she hadn't gone far… she'd barely gotten the small device out of her pocket when a different phone started ringing.

They both turned to the Tardis where the sound was coming from. The Doctor set the cat back down on top of the dustbins and walked towards it, opening the small panel door to reveal the ringing phone.

"I thought that was just part of the camouflage," Sophie murmured from beside him as she eyed the phone curiously.

"It is," the Doctor replied, "So, how is it ringing? What's that about? Ringing?" he queried as he pulled out his sonic screwdriver.

"What am I supposed to do with a ringing phone?" he asked still eyeing the old ringing phone.

"Well, I'm no expert… but a ringing phone generally wants to be answered," Sophie replied.

"Don't answer it. It's not for you," a young female voice came from behind them. The Doctor and Sophie turned in response, eyes landing on a woman in a dark thick coat.

The Doctor eyed her curiously, "And how do you know that?"

"Cos, I do. And I'm tellin' ya, don't answer it," she warned them a second time.

"Well, if you know so much, tell me this, how can it be ringing?" the Doctor asked as he turned back to the phone, "It's not even a real phone. It's not connected…"

Sophie touched his arm, "She's gone,"

The Doctor glanced back at where the young woman had been standing, before turning his gaze to Sophie, who feeling his gaze turned hers up to him, "What do you think, Annie-Girl?"

Sophie licked her lips, wetting them a little nervously, reading a little of the Doctor unease in his posture and his eyes, "What harm is there in answering a ringing phone?"

He nodded and reached out a slightly hesitant hand to the ringing phone and slowly picked it up from its cradle and held the receiver between them so that they could both hear, "Hello?" he greeted and got a crackling sound, "This is the Doctor speaking," more crackling came over the line, "How may I help you?" he asked.

"Mummy?" a young child's voice came over the line and the Doctor and Sophie frowned as they glanced at each other questioningly, "Mummy?" the child's voice asked again.

"Who's this? Who's speaking?" the Doctor asked.

"Are you my mummy?" the child asked.

"Who is this?"

"Mummy?"

"How did you ring here? This isn't a real phone, it's not wired to anything, it's…"

"Mummy?" the child asked one more time, before the line went dead.

The Doctor replaced the receiver back in its cradle and closed the panel, hiding it from view again, whilst Sophie fiddled with the small mobile that had still been in her hand, pressing a few buttons on the holographic keyboard to busy herself as she squelched the small part of her that had been slightly shaken by the sound of a small child calling for their mummy. Reminding her of the years she'd spent wishing, hoping, praying for hers…

She swallowed past the lump in her throat as she held the device to her ear, and waited for the blond to pick up, studiously looking down at her feet to avoid looking at the Doctor who she could feel staring at her with those kind blue eyes of his…

 ***O*O*O***

From where she was still swinging from a rope tied to a barge balloon, Rose heard her phone going off as it vibrated in her pocket. Rose glanced down incredulously, "Does it look like I can answer my phone right now!" she cried.

Still, she attempted to reach down for it with one of her hands, only to feel her other hand slip the moment she attempted to loosen the others grip on the rope. Forcing her to cling on tightly with both hands again to prevent herself from slipping down and perhaps falling to her death, "Nope – not answering it," she muttered ducking her head into her arms as the airplanes swooped around rather close to her again, bombs falling…

"Doctor! Sophie!"

In her pocket, her phone stopped ringing as her voicemail picked up.

 ***O*O*O***

Sophie lowered the phone from her ear as she hung up herself, "No answer," she murmured unnecessarily as she lifted her gaze to the Time Lords, tucking the phone back away into her pocket.

The Doctor nodded and pushed open the Tardis door, popping his head in, "Rose? Rose, are you in there?" he called into the ship, Sophie blinking a little amusedly at his back. He leaned back out and closed the door again, shrugging as he turned to face her, "Just checking," and grinned slightly triumphantly as Sophie's lips quirked upwards in amusement.

"Has a companion ever just been waiting in the Tardis?" she asked.

"Nope – but it'll happen one day,"

Sophie chuckled, her smile widening as the Doctor continued to grin, before a crash sounded from somewhere behind them. The two dashed off towards the sound, quickly turning a corner and hurrying out into a street, looking around for the source of the noise.

"The planes are coming!" they heard a woman call from somewhere behind a garden wall, "Can't you hear them!" The Doctor and Sophie moved towards the sound of the voice, "Into the shelter. None of your nonsense, now move it!"

The Doctor climbed on top of a dustbin, before he turned to extend a hand to help Sophie up beside him. The two peered over the fence to see an overweight woman ushering a small boy ahead of her into a shelter.

"Come on, come on, get in there," she urged her young boy, before she turned to look back at the house, "Arthur! Arthur! Will you hurry up? Didn't you hear the sirens?"

As the Doctor and Sophie continued to watch an obese man stepped out of the house, complaining all the way, "Middle of dinner, every night. Bloomin' Germans," the man looked up at the sky and shook an angry fist at it, "Don't you eat!" he hollered.

The Doctor grinned in amusement and Sophie shook her head as they watched the man and woman enter the shelter after their son, "It doesn't exactly look like they're going hungry," she muttered.

The young woman who'd spoken to them earlier crept out from behind the shelter and headed for the back door of the house, unaware of the two people watching her.

The Doctor shot Sophie a grin, "Come on let's find a way round," Sophie nodded and the two climbed back down off the dustbins.

 ***O*O*O***

The Doctor and Sophie entered the house through the back door. The Doctor pressed a finger to his lips as he glanced back at Sophie, his lips quirked up in a grin as they headed for the sound of voices.

Sophie shook her head a little in amusement, but followed him quietly, her eyes taking in the house curiously.

"It's got to be the black market. He couldn't get all this on coupons," they heard one of the children gathered around the dining table say as they entered the dining room.

"Ernie, how many times? We are guests in this house. We will not make comments of that kind. Washing up," Nancy scolded and the other children laughed.

"Oh Nancy!" the boy Ernie complained.

Nancy glanced over the children that had joined them for their meal, her gaze catching on one in particular, "Haven't seen you at one of these before," she spoke to him.

The boy nodded at the boy beside him, "He told me about it,"

"Sleeping rough?" Nancy asked.

The boy nodded, "Yes miss,"

Nancy nodded, "Alright then," she murmured as she started to pass the plates around, "One slice each, and I want to see everyone chewing properly," she said sternly and got nods of agreement from the children.

"Thank ya, miss!"

"Thanks, miss!"

"Thank you miss," each child said gratefully as they took a slice of meat that Nancy had carved for them.

"Thanks, miss!" the Doctor said as he took a slice as well, drawing their attention to the fact that they weren't alone.

The children gasped in fright and jump from their seats as they clamped eyes on the two adults, the man who'd spoken sitting in the chair at the table with them and a woman a step or two behind him.

"It's alright! Everybody stay where you are!" Nancy called making them freeze uncertainty.

"Good here, innit?" the Doctor said cheerily, "Who's got the salt?" he asked as they all continued to stare at the two uneasily.

"Back in your seats! They shouldn't be here either," Nancy assured the children again and they slowly moved to do so whilst the Doctor reached for the sauce.

"Don't suppose there's coffee?" Sophie asked when she had to supress another yawn.

"Tea," Nancy responded with a nod towards the teapot that had been set out on the table.

"I'll take it," Sophie muttered and accepted the tea cup that the Doctor lifted from the saucer in front of him.

"You going to use that?" the Doctor asked a child beside him, pointing at a second cup, the boy shook his head. The Doctor grinned and picked it up setting it down on his now empty saucer, "Me too, please," he called after Sophie who had moved towards the teapot.

Sophie glanced over at him and nodded her agreement, picking up her now full teacup and walking the pot over to him, pouring him a cup.

"Thanks,"

"Welcome," Sophie muttered as she set the teapot down on the table again and curled her fingers around the warm cup.

"So, you lot… what's the story?" he asked the group of children who were still watching them, more curious then wary now.

"What d'you mean?" one of them asked.

"You're homeless, right? Living rough?" the Doctor questioned.

"Why d'you wanna know that? Are you a copper?"

"Of course, I'm not a copper. Annie and I were just passing through," he assured, "What's a copper gonna do with you lot anyway? Arrest you for starving?"

The children laughed and the last of the tension leaked from the room.

"I make it 1941, you lot shouldn't be in London. You should've been evacuated to the country by now,"

"I was evacuated," one of the boys piped up, "They sent me to a farm," Sophie closed her eyes silently despairing. There was only one reason why a child would choose to return to war torn London over the safety of a farm out in the country…

"So, why'd you come back?"

"There was a man there…" the boy muttered.

"Yeah," another boy piped up, "Same with Ernie. Two homes ago,"

Ernie frowned at the boy, "Shut up. It's better on the streets anyway," he muttered, "Better food," he declared with a smile for Nancy.

"Yeah. Nancy always gets the best food for us,"

The Doctor smiled at the young woman, "So, that's what you do it is, Nancy?"

"What is?"

"As soon as the sirens go, you find a big fat family meal, still warm on the table with everyone down in the air raid shelter and, bingo! Feeding frenzy for the homeless kids of London Town. Puddings for all! As long as the bombs don't get you,"

Nancy stared at the two, her eyes lingering for a moment one the brunette that had fallen rather silent, just listening, her blue eyes sad as she looked over the kids sitting at the table, "Something wrong with that?" she asked as her gaze landed back on the Doctor.

"Wrong with it? It's brilliant!" the Doctor declared, "I'm not sure if it's Marxism in action or a West End Musical," he grinned and the children stared at him confused not understanding the reference he was making.

"Why'd you follow me? What d'you want?" Nancy asked with a frown.

"I want to know how a phone that isn't a phone gets a phone call. You seem to be the one to ask," the Doctor replied.

"I did you both a favour. I told you not to answer it, that's all I'm telling ya," Nancy said firmly, shifting a little uncomfortably.

"Great, thanks. And we want to find a blond in a Union Jack. A specific one I mean, neither of us woke up this morning with a craving. Anyone seen a girl like that?" he asked and another round of laughter came from the children.

Nancy however, looked far from impressed as she stood from her seat and snatched his plate from in front of him.

"What've I done wrong?"

"You took two slices," Nancy replied and the children laughed again, this time at him, "No blondes, no flags. Anything else before you leave?"

"Yeah, there is actually. Thanks for asking," the Doctor responded.

' _I don't think she was really asking,'_ Sophie projected as she eyed Nancy from over the rim of her almost empty cup.

The Doctor merely sent her a quick grin and a wink, before he turned his gaze back on Nancy, "Something we've been looking for, would've fallen from the sky about a month ago, but not a bomb," he reached into his pocket, digging for a moment before he pulled out a notebook and pen, "Not the usual kind anyway. Wouldn't have exploded. Would've just buried itself in the ground somewhere, and it would've look something like…" he trailed as he quickly drew a rough sketch of the object he'd seen on the monitor, "This," he showed them.

Nancy stared at it intently, swallowing thickly at the sight of the sketch, but said nothing. A sudden knock on the window made the room jump at the unexpected sound and the children gasped.

"Mummy? Are you in there, mummy?"

Sophie set down her empty cup and walked cautiously over to the window drawing the curtain away to reveal a small child in a gas mask, a fisted hand raised to knock against the glass window.

"Mummy?" the child asked again.

Nancy spun away from the window to address the table urgently, "Who was the last one in?"

Ernie gestured at the Doctor and Sophie, "Them,"

"Nah, they came round the back. Who came in the front?"

"Me," one of the children whispered squirming in his seat, feeling as if he may have done something wrong as Nancy pinned him under a weighty stare.

"Did you close the door?"

"I…"

"Did you close the door?" Nancy asked again as the child trailed off uncertainly as the child began to move away from the window, his shadow looming.

Nancy dashed out of the dining room and out into the hall, heading for the front door. She reached the front door, shutting and bolting it shut before the child could get into the house, heart hammering in her chest as she stared at the looming shadow in terror.

"What's this then?" the Doctor asked from behind her. He and Sophie having followed the young woman, "It's never easy being the only child left out in the cold, you know,"

"I suppose you'd know," Nancy muttered.

"I do actually, yes,"

Sophie glanced over at the Doctor, before settling her gaze on the scared young woman, "We both do," she murmured, her voice sounding small in her ears.

"It's not exactly a child," Nancy told them solemnly and flinched as the child called for his mummy again, before she pushed past them and stepped back into the dining room.

Sophie frowned after her, confused by the woman's attitude when she was so good with the other children.

"Mummy?" the child called again, "Please let me in, mummy," he stuck his small hand in through the letter slot, a thin scar on the back of it. The Doctor stepped back towards the door, coming to stand beside Sophie again, "Please let me in, mummy?"

"Are you alright?" he asked the child.

"Please let me in,"

A projectile sailed past the pair to smash against the door and the small hand was withdrawn. They glanced back the way it had come from to see Nancy standing there again, "You mustn't let him touch ya!" she warned urgently.

"What happens if he touches me?"

"He'll make you like him,"

"And what's he like?"

Nancy swallowed again staring at the two that were looking at her, waiting for an answer. She stepped away from them, "I've gotta go,"

"Nancy, what's he like?"

Nancy hesitated a moment longer, "He's empty," she finally managed to get out and then the phone rang, "It's him," she breathed with fear, "He can make phones ring, he can. Just like with that police box you saw,"

The Doctor reached over and picked it up and immediately the child's voice filled the room, "Are you my mummy?"

Nancy snatched the phone from the Doctor's grasp and slammed it back down on the cradle. Only for the radio to turn itself on and music played softly, the child's voice speaking over it.

"Mummy? Please let me in, mummy,"

The Doctor reached over and played with the tuner dial, only to pause as a toy monkey sprang to life.

Slightly behind him Sophie watched it all, her heart pounding in her chest in unease and concern for the child that was being left outside alone and scared. It was something she could definitely sympathize with, "Most determined child in the world, is the one that's looking for their mummy," she murmured quietly her throat feeling tight.

Nancy swallowed and backed away as the Doctor picked up the monkey the child was speaking through, "Stay if you want to," she told them before she turned and fled out the back door without a backwards glance.

Sophie turned back towards the front door, hearing the mail flap opening again and she stepped towards it. Taking in the small harmless looking, scarred hand, her eyes prickling hotly as emotion welled inside of her. Slowly she knelt by the door and reached out a hand, remembering how much she'd wanted someone to just take hers and tell her it'd be alright…

The Doctor's hand closed over hers drew it back down to her side and she glanced over at him as he gave it a comforting squeeze, their eyes met and Sophie nodded and squeezed back… grateful for the grounding feeling of her hand in his.

"Mummy? Let me in please, mummy…" the child continued to call, " _Please_ let me in,"

"Your mummy isn't here," Sophie told him, voice slightly strained as she focused on keeping her breathing even.

The child paused for a moment, "Are you my mummy?" he asked and Sophie licked her lips, her mouth dry now. Her hand tightening around the Doctors.

"No mummies here. Nobody here but us chickens," he glanced behind them at the empty house, before glancing back at Sophie, "Well, two chickens,"

"I'm scared,"

"Why are those other children frightened of you?" the Doctor asked.

"Please let me in, mummy. I'm scared of the bombs," the child plead.

The Doctor glanced at Sophie again, and she met his gaze giving him a nod of agreement. The Doctor ushered her to step back a bit, "Ok. I'm opening the door now," he said and the child removed his hand from the mail flap.

The Doctor drew back the bolts and opened the door only to find that the child had gone. He glanced back at Sophie again confused, and a moment later the two were walking down the path, looking up and down the street, searching, but there was no sign that the child had ever been to the house.

 ***O*O*O***

Nancy hurried into a small outhouse, hurriedly taking food out of her bag. She felt eyes on her and spun, heart seizing in her chest for a moment before she spotted the Doctor and Sophie standing in the doorway.

"How'd you follow me here?"

The Doctor shrugged, "I'm good at following people. Got the nose for it," he said with a grin.

Nancy eyed the two suspiciously, "People can't usually follow me if I don't want them to,"

"My nose has special powers,"

"Yeah? That's why it's uh…" Nancy trailed off as she did her best to stifle an amused smile.

"What?" the Doctor asked.

Nancy shook her head, "Nothing,"

"What?" the Doctor persisted and beside him Sophie bit her lower lip.

"Nothing!" Nancy teased and eyed him, "Do your ears have special powers too?"

Sophie smiled and raised a hand to hide it as she chuckled a little, even as she eyed his ears and nose a little speculatively. The young woman's teasing question had reminded her of one of her own. One that she'd forgotten with everything that had been going on.

The Doctor glanced over at Sophie and his lips quirked up again, glad to see that her mood lifted again, before turning his gaze back to Nancy, "What are you trying to say?" he asked calmly, blue eyes amused.

"Goodnight, Mister, Miss," Nancy turned away.

"Nancy. There's something chasing you and the other kids. Looks like a boy and it isn't a boy, and it started about a month ago, right?" the Doctor asked making the young woman pause. She turned back to them reluctantly, "The thing we're looking for. The thing that fell from the sky, that's when it landed. And you know what I'm talking about, don't you?"

"There was a bomb. A bomb that wasn't a bomb. Fell the other end of Limehouse Green Station," Nancy told them after a short moment.

"Take us there,"

Nancy shook her head, "There's soldiers guarding it, barbed wire… you'll never get through,"

"Sure, we will. He'll just wiggle his magic nose. Possibly flap his magic ears," Sophie quipped, smile still playing around her lips.

"Oi!" the Doctor protested without any heat, still grinning widely.

Nancy looked at them both a little hesitant still, "You sure you wanna know what's going on in there?"

"I really wanna know," the Doctor told her.

Sophie nodded, "Yeah. We really do,"

"Then there's someone you need to talk to first," Nancy told them with a small shake of her head.

"And who might that be?"

"The Doctor," she replied simply before she turned to lead them back out of the outhouse.

The Doctor furrowed his brow in mild confusion and then glanced over at Sophie who raised a brow at him.

"I guess we're off to see the Doctor," Sophie murmured and the Doctor gave a short laugh that was full of irony.

 ***O*O*O***

On top of an invisible spaceship Rose and a man called Captain Jack Harkness swayed slowly together to the tune of 'Moonlight Serenade'.

"It's 1941. The height of the London Blitz. The height of the German Bombing Campaign. And something else has fallen on London – a fully equipped Chula Warship. The last one in existence…" Rose let her eyes flutter shut as she rested her head against his shoulder a soft dreamy sigh escaping her, "… armed to the teeth," his voice came back into focus and he drew back slightly to look at her, "And I know where it is. Because I parked it,"

Rose let out a light laugh.

"If the agency can name the right price, I can get it for you. But in two hours, a German bomb is gonna fall on it and destroy it forever," Jack's expression turned more serious, "That's the deadline. That's the deal. And now, shall we discuss payment?" he asked with his charm smile in place again.

Rose blinked up at him, the champagne going slightly to her head, "Do you know what I think?"

"What?"

"I think you were talking just there…"

Jack frowned slightly, wondering for the first time if perhaps the alcohol had been a good idea, "Two hours bomb falls. There'll be nothing left but dust and a crater,"

"Promises, promises…"

"Are you listening to any of this?" Jack asked, frown deepening slightly.

Rose blinked and pulled herself together somewhat, her expression turning a little serious as she focused, "You used to be a Time Agent, now you're some kind of freelancer,"

"Well, that's a little harsh," Jack muttered as he pulled her closer again, "I like to think of myself as a criminal,"

Rose laughed, "I bet you do!"

"So, these companions of yours, do one of them handle the business?"

"Well, I delegate a lot of that, yeah,"

"Well, maybe we should go find them,"

Rose tilted her head at him slightly, "And how're you going to do that?"

"Easy. I'll do a scan for alien tech," he said with a shrug, turning his attention to the device strapped to his wrist, initiating a scan.

Rose grinned widely, "Finally! Some Spock! Sophie's gonna be bummed she missed this,"

Jack glanced over at her and grinned in amusement.

 ***O*O*O***

Sophie followed the Doctor down the steps as they made their way towards the hospital building that Nancy had insisted they visit first before the bomb site.

"Go on," the Doctor spoke suddenly, making Sophie blink at him. He shot her a grin, "You're looking at me like you've got a question. So, go on ask. I love questions," he urged.

Sophie flushed lightly as she looked away briefly. Had she really been that obvious? She glanced back at the Doctor to see him staring up at her expectantly, from where he was now standing at the bottom of the stairs.

"Yes, you really were that obvious. Practically boring a hole in the back of my skull with that curious gaze of yours, so just ask," he insisted, his grin turning cheeky.

Sophie narrowed her eyes on him a little, "How is it that I'm still accidentally projecting? I'm doing everything you taught me,"

The Doctor shrugged, "Maybe you're just a natural projector," he said with amusement, still looking at her intently, silently urging her to ask her question.

Sophie sighed, "Well, when we were talking about your nose earlier," she started uncertainly.

The Doctor mock pouted at her, "I thought you said my features suited me,"

"They do!" Sophie hastened to assure, only to pause and gave him a mildly exasperated look as he grinned at her.

" _Anyway_ , it reminded me of something," the Doctor stared at her quizzically, "You've mentioned a couple of times before that you've had a different face…" Sophie trailed off under his gaze, flushing a little deeper. Her words sounded crazy… and he was just staring at her… with those eyes… that were looking at her intently.

The Doctor touched a finger to his lips as he eyed the petite brunette with a considering gaze, "You know, you really do catch a lot don't you," he mused.

"Catch it. Sure. Understand it… not very often," Sophie muttered and fidgeted as the Doctor smiled at her again, "We should probably keep going," she murmured and moved to walk down the steps, only for the Doctor to remain where he was.

"What? You don't want to know the answer now?" he asked a little confused and amused.

Sophie turned her gaze to him again with a small frown, "Sure I do. I just assumed that that was your way of cleverly avoiding the question and I already felt like I was prying, but you insisted and…" she trailed off as the Doctor chuckled at her.

"It's alright Annie-Girl," he assured her, his easy grin in place.

"Is it – cause, you were kind of giving me a look…" Sophie trailed off with an unsure frown, had she misread that too. _'I really wish that I was better at judging social queues!'_

' _You're doing fine,'_ she heard the Doctor replied soothingly.

' _Seriously? Again?'_

He grinned at her, ' _Yep!'_

"It really is fine. It's just a bit of a Time Lord secret is all," the Doctor told her.

"Oh, then you probably shouldn't tell me then," Sophie murmured a little disappointed.

"Why not? It's not like they're around to yell at me for spilling," he replied with a smirk, "It's a bit of a trick Time Lords can use. It's a bit of cheat really. When we're dying – we can do this thing. It's called regeneration,"

Sophie frowned thoughtfully as she started at him her brain trying to process what he was telling her, "And this regeneration – gives you a new face?"

The Doctor nodded, "New everything," he corrected lightly, "It's kind of like a lottery," his expression became slightly worried as he stared at her, "Are you alright?"

Sophie swallowed as she stared up at him with eyes slightly wide with curiosity and wonder, making sure to process what he'd told her before speaking, "Yeah. Can I ask how many…" she trailed off unsure if it was a rude question or not.

The Doctor quirked a grin, "This is my 9th,"

"9?"

"9," the Doctor agreed, his gaze turning concerned again, "Is that ok?"

"Yeah," Sophie assured still gazing at him with eyes alight with her wonder and awe, "I just have so many more questions – I don't even know where to start,"

The Doctor smiled, amazed all over again by the petite brunette that was proving more of an enigma than ever. "When we're not in the middle of the London Blitz, and we've got some free time. You can ask them, but for now,"

"Right," she agreed. Her expression mildly dubious as they started off again, as she couldn't help but wonder if the Time Lord would actually answer any further questions. She was still rather stumped at the fact that he'd answered that one so candidly, when he was usually rather evasive about his people and where he came from, when it came up.

The Doctor's hand slipped into hers to keep her close as they hurried through the deepening night.

 ***O*O*O***

The two approached the gate of the hospital building. The doctor eyed the lock and pulled out his sonic screwdriver and buzzed it briefly at the padlock, making it fall away, "See? Who needs Spock?"

Sophie's lips twitched, "Not us," she murmured and the Doctor beamed at her widely as he undid the chain, letting them inside the hospital grounds.

A short while later the two stepped into a darkened ward. The two stared at the rows upon rows of people lay on hospital cots, each one wearing a gas mask, completely lifeless. They shared an uneasy look, before continuing on down the ward and out into a lit corridor.

They crossed it and entered another ward this one lighter than the last, but still, every cot was occupied by a lifeless person wearing a gas mask over their face.

The pair turned as a sound came from behind them, their eyes landing on an old man in a white doctor's coat as he entered the ward.

"You'll find them everywhere. Every bed in every ward. Hundreds of them," the old Doctor told them solemnly, eyeing his two unexpected guests.

"Yes, we saw," the Doctor remarked, "Why are they still wearing gas masks?"

"They're not. Who are you?"

"I'm, uh…" the Doctor floundered.

Sophie raised a slightly confused brow at him, "Smith," she supplied for him remembering what Rose had read off the physic paper, "John Smith,"

The Doctor nodded and grinned at her, "Yes. Exactly. And this is Sophie Connolly. Are you the Doctor?"

"Doctor Constantine," he introduced himself, "What brings you here Mr. Smith, Miss. Connolly?"

"Nancy sent us," the Doctor replied.

Doctor Constantine blinked at them, "Nancy?" he murmured and understanding dawned, "That means you must've been asking about the bomb,"

"Yes,"

"What do you know about it?"

"Nothing. Why we were asking. What do you know?" the Doctor asked.

"Only what it's done," Constantine sighed solemnly as he surveyed the cots from where he stood.

"These people, were they all caught up in the blast?" the Doctor asked as he looked over the patients that had yet to move a muscle that he had seen.

"None of them were," Constantine replied and gave a slight laugh. A laugh that morphed into a nasty cough that had him sinking weakly into a chair just behind him.

"You're very sick," the Doctor said with concern.

"Dying I should think, I just haven't been able to find the time," Constantine eyed him curiously, "Are you a Doctor, Mr. Smith?"

"I have my moments,"

"Ah, then forgive me. It should have been Dr Smith. Have you examined any of them yet?"

"No,"

"Don't touch to the flesh," Constantine cautioned.

"Which one?" the Doctor asked casting his gaze around at the occupied cots.

"Anyone,"

The Doctor raised his eyebrows at the medical Doctor and shared a brief look with Sophie, the brunette looking as confused and concerned as he felt, before he walked over to the nearest bed, pulling out his sonic screwdriver, scanning it over the masked face.

"Conclusions?"

"Massive head trauma, mostly to the left side…" he scanned the sonic over the patient's chest, "Partial collapse of the chest cavity, mostly to the right. There's some scarring on the back of the hand and the gas mask seems to be fused to the flesh, but I can't see any burns,"

"Examine another one," Constantine instructed.

The Doctor walked over to another patient and began the scan again, his brow furrowing in confusion as he took stock of the same injuries. The same scar on the back of the hand. He hurried over to a third bed, "This isn't possible!"

"No,"

"Exactly the same,"

"Yes,"

"Identical, all of them. Right down to the scar on the back of the hand,"

Sophie swallowed, her hands clenching at her sides as she swept her gaze around the cots, her eyes coming to rest on the scar on the back of the hand of the patient lying in the cot closest to her and she couldn't help, but move a little closer, her brow scrunching in her confusion, recognising the scar as identical to the one the little boy's hand.

"How'd this happen? How did it start?" the Doctor asked as he looked over the patients again, keeping Sophie in his peripheral vision. He stepped away from the cot, shifting a little closer to the brunette just in case.

Constantine's and Nancy's warnings ringing in his mind, leaving him more disquieted then just the impossibility of every single person in the cots having the same injuries.

"When the bomb dropped, there was just one victim," Constantine replied, one of his hands rubbing over the back of another where he knew an identical scar was.

"Dead?"

"At first. His injuries were truly dreadful. By the following morning, every Doctor and Nurse who had treated him, who had touched him, had those exact injuries. Within a week, the entire hospital. Physical injuries as… plague. Can you explain that? What would you say was the cause of death?"

"The head trauma,"

"No,"

"Asphyxiation,"

"No,"

"The collapse of the chest cavity…"

"No,"

The Doctor blinked stumped, "Alright. What was the cause of death?"

"There wasn't one," Constantine replied and the Doctor frowned at him, his confusion deepening, "They're not dead," the sick Doctor rapped his cane again a tin bin and all the patients suddenly sat up at the noise.

Sophie immediately found herself behind the Doctor, who had moved her protectively behind him in a swift movement.

"It's alright," Constantine assured them, "They're harmless. They just… sort of, sit there. No heartbeat, no life signs of any kind. They just… don't die,"

"And they've just been left here?" the Doctor asked and shook his head, "Nobody's doing anything?"

The bodies lie down again and Sophie felt the tension leaving her and the hand that had found itself clenched in the Doctor's leather coat released it.

"I try and make them comfortable, what else is there?"

"Just you? You're the only one here?"

"Before this war began, I was a father and a grandfather. Now I am neither. But I am still a Doctor,"

"Yeah. Know the feeling," the Doctor murmured, and got another brief look from Sophie, before she looked away again.

"I suspect the plan is to blow up the hospital and blame it on a German bomb," Constantine told them. His throat beginning to feel tight.

The Doctor looked around at the patients again, "Probably too late," he admitted.

"No. They are isolated cases, but… isolated cases breaking out all over London…" Constantine coughed and he struggled to speak for a moment. The Doctor took a couple of steps towards him, but Constantine waved him away, "Stay back, stay back," he coughed again.

Sophie's gaze dropped down to his hand and her eyes widened in horror, "Doctor!" she called drawing his gaze questioningly.

"Listen to me…" Constantine urged and the Doctor turned back to him, "Top floor. Room 802, that's where they took the first victim – the one from the crash site. And you must find Nancy again,"

"Nancy?" the Doctor swept his gaze over Constantine looking for what had caught Sophie's attention and he's eyes landing on the man's scarred hand.

"It was her brother. She knows more than she's saying. She won't tell me, but she mi… mi…" Constantine gagged and clutched at his neck, "M… mu… mee…"

The Doctor and Sophie watched with concern and horror as Constantine spluttered and gagged before them. Not able to help the man.

"Are… you… my… mum-my?" Constantine asked, the words involuntary.

"Oh…" Sophie gasped horrified as a mask began to protrude horribly out of the man's mouth. Her hand found the Doctor's and she held onto it tightly as they watched as Constantine's face changed and slowly the gas mask fused to the man's face and not a moment later he went limp in the chair.

Sophie swallowed thickly, "What's doing this Doctor?" she asked, her voice a little strained.

"I…" the Doctor began, his brow furrowed heavily as he caressed his thumb soothingly over the back of her hand.

"Hello?" they heard a male voice call. The Doctor and Sophie exchanged a confused look. Doctor Constantine had said that he was alone in the hospital. The two walked back across the ward and stepped back out into the corridor their eyes immediately landing on a man in a soldier's uniform coming out of the ward at the other end of the corridor, followed by a very familiar blond in a Union Jack.

"Rosie!" Sophie called in relief and broke away from the Doctor to rush over to the blond throwing her arms around the younger woman, completely bypassing the man in the soldier's uniform.

"Hey Space-Cadet," Rose said her arms coming up to return the hug, "Miss me?"

Sophie nodded, before giving her a look, "Too busy to check your phone?"

Rose gave her a sheepish look, "Sorry,"

Jack grinned, "Space-Cadet? That'd make you Sophie," he said drawing the brunette's attention.

Sophie blinked up at him, with a slight confused furrow to her brow.

"Captain Jack Harkness," he introduced himself and held out a hand to her. Sophie took it and blinked as he raised her hand to his lips and kissed the back of it.

The Doctor who was still making his way more sedately down the corridor towards them frowned, watching as Sophie pulled her hand back.

Jack turned his attention to the approaching man, not at all off put by the frown he was being given, "And that would make you Mr. Spock," he said with a grin hand extended again.

Sophie leaned a little closer to Rose as she watched the Doctor shake Jack's hand, "Spock?" she queried quietly, her brow raised quizzically. Rose shrugged a little in response, "What happened to John Smith,"

Rose blinked and shrugged again. She'd completely forgotten about that, but she had been hanging by a barge balloon not that long ago.

"I've been hearing all about you both on the way over," Jack told the other man.

"I had to tell him," Rose jumped in, "About us being Time Agents," she explained and the Doctor nodded his understanding whilst Sophie cast Rose another quizzical glance and the blond shot her a 'go with it' look and the brunette nodded, still a little confused as to why… she glanced over at the Captain… then again maybe it wasn't so hard to figure out.

"And it's a real pleasure to meet you Mr. Spock," Jack said enthusiastically, patting the man heartily on the shoulder.

The Doctor looked at Rose bemused, "Spock?" he asked as Jack strolled past him.

Rose rolled her eyes and crossed her arms defensively, "What was I supposed to say, you don't have a name!" she hissed, "Don't you ever get tired of 'Doctor'? 'Doctor Who'?"

"Nine centuries in, I'm coping," he stated dryly, "Where've you been? We're in the middle of the London Blitz, it's not a good time for a stroll,"

"Who's strolling? I went by barge balloon. Only way to see an air raid," Rose declared as they began to follow Jack up the corridor towards the ward the Doctor and Sophie had just left.

"What?!" the Doctor exclaimed surprised.

Sophie shook her head, "Only you Rosie," and the blond sent her a quick grin.

"Listen, what's a Chula warship?" Rose asked.

The Doctor stopped walking, "Chula?"

Sophie took in his expression, "That mean something?" she asked.

The Doctor glanced at her, his mind racing, "Could do," he murmured, before they were walking again.

 ***O*O*O***

Sophie stood by Rose in the hospital ward, both watching Jack as he stood by one of the cots. He scanned one of the patients and frowned, "This just isn't possible! How could this happen?" he asked.

"What kind of Chula ship landed here?" the Doctor asked eyeing Jack.

"What?" Jack asked glancing over at him.

"He said it was a warship," Rose commented, "He stole it. Parked it somewhere out there, somewhere a bomb's gonna fall on it – unless _we_ make him an offer,"

"What kind of warship?" the Doctor persisted.

"Does it matter?" Jack asked agitated, "It's got nothing to do with this!" he declared.

"This started at the bomb site. It's got everything to do with it," the Doctor responded angrily taking several steps towards the other man, "What kind of warship?"

"An ambulance!" Jack cried exasperated and touched the device on his wrist, "Look," he said as a hologram of the warship appeared above it, "That's what you chased through the Time Vortex. It's space junk. I wanted to kid you it was valuable. It's empty. I made sure of it. Nothing but a shell. I threw it at you. Saw your time travel vehicle, love the retro look, by the way, nice panels, threw you the bait…"

"Bait?" Rose asked with a frown.

"I wanted to sell it to you and then destroy it before you found out it was junk," Jack said with a small careless shrug.

"You said it was a warship!"

"They have ambulances in wars," Jack countered and walked away from them in annoyance, "It was a con. I was conning you, that's what I am, I'm a con man,"

Sophie scowled at him, before glancing over at Rose, "Really? First a 'killjoy' now 'a con man'?" she grumbled.

Rose shrugged a little helplessly, "Barge balloon. Can't be too picky about who picks you up when your dangling several hundred feet above the ground with bombs being dropped below you," she defended, "Besides – he's a great dancer,"

Sophie shot Rose a look that was both unimpressed and confused, "When'd you have time to go dancing?"

Rose shrugged again, "He's a real smooth operator,"

"Con man," Sophie reminded and just got shrug from the blond as she checked out Jack again.

"I thought you were Time Agents, but you're not, are you?" Jack asked frowning at the trio now.

"Just three more free-lancers," Rose admitted.

"Ahh… should've known. The way you guys are blending in with the local colour. I mean flag girl was bad enough, but U-Boat Captain" he gestured at the Doctor, "And bright floral shirt?" he gestured at Sophie.

Sophie glanced down at the shirt that she was wearing under her undone wool jacket and shifted uncomfortably. She was rather fond of the shirt and she'd thought it went with her jacket and the maroon gloves the Tardis had suggested to go with her outfit.

"Anyway… whatever's happening here has got nothing to do with that ship," Jack declared with certainty.

Rose glanced around at the patients, "What is happening here?"

"Human DNA's being rewritten… by an idiot,"

"What kind of 'idiot' has the power to do that?" Sophie asked.

"I dunno," the Doctor admitted, "Some kind of virus," he pondered as he considered the ambulance that Jack had dropped on London, "It's converting human beings into these things," he nodded at the bodies on the cots, "But why? What's the point?" he muttered.

Rose moved a little closer to one of cots, curious, "Careful…" Sophie began to caution only to trail off as the bodies on the cots suddenly sprang back up into a sitting position making Rose back up again in alarm.

"Mummy?" they asked as one.

"What's happening?" Rose asked confused and alarmed as she and Sophie backed up towards the Doctor.

"I don't know," the Doctor admitted as Jack backed up towards them as well, as the patients as one got up out of their cots, each one chanting 'Mummy?' as they advanced on them, forcing the four of them to back up.

"Don't let them touch you," Sophie warned as the gas masked patients began to close in on them.

"What happens if they touch us?" Rose asked.

"You're looking at it," the Doctor replied grimly as their backs came up against the wall and the patients shuffled towards them like a single organism, eating up what little distance remained between them, surrounding them each one still calling for 'Mummy?'


	11. Chapter 11 The Doctor Dances

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c

 **A/N:** Thank you to everyone who followed/favourited and reviewed last chapter. And thank you to **Maethoriel Artemis** and **Saberbladeprime** for taking a read of a few scenes for me.

 **CHAPTER 11**

 **The Doctor Dances**

The Doctor stood protectively in front of Sophie and Rose. His eyes narrowed as he stared sternly at the advancing patients, "Go to your room," he commanded as though he was speaking to a disobedient child when they had gotten within touching distance of them.

The patients hesitated in their advance.

"Go to your room!" he commanded again and the patients cocked their heads to one side, "I mean it! I am very, very angry with you. I am very, very cross!" the Doctor frowned at them sternly as the patients made no further move, "Go… to… your… _room!_ " he pointed sternly in no particular direction.

The patients hung their heads, shoulders slumping miserably as they turned away and began to shuffle back towards their cots. The four relaxed, tension leaving their shoulders as the gas masked patients settled back into their cots, becoming as lifeless as they'd been before they'd suddenly sprung to life.

The Doctor let out a sigh of relief, before he grinned, "I'm really glad that worked. Those would've been _terrible_ last words,"

"The worst," Sophie agreed, voice tinged with mild disbelief, as Jack threw himself down in a chair and Rose moved closer to one of the cots, sitting by it. Staring at the patient that hadn't moved since lying back down.

"Why are they all wearing gas masks?" Rose asked.

"They're not. Those masks are flesh and bone," Jack replied.

"How was your con supposed to work?" the Doctor asked from where he was leaning against the wall beside Sophie.

"Simple enough, really. Find some harmless piece of space junk, let the nearest Time Agent track it back to Earth, convince him it's valuable, name a price. When he's put fifty percent up front, oops! A German bomb falls on it, destroys it forever. He never gets to see what he's paid for, never knows he's been had. I buy him a drink with his own money, and we discuss dumb luck," Jack grinned at them, "The perfect self-cleaning con,"

"Yeah. Perfect," the Doctor remarked sarcastically.

"The London Blitz is great for self-cleaners. Pompeii's nice if you want to make a vacation of it though, but you've got to set your alarm for volcano day," Jack said with a laugh, before his smile fell slightly as he glanced around at the looks he was receiving, "Getting a hint of disapproval,"

"Only a hint?" Sophie snarked under her breath frowning at him.

"Take a look around the room," the Doctor told him gesturing around the room at the cots, "This is what your harmless piece of space junk did,"

"It was a burnt-out medical transporter," Jack protested, "It was empty,"

The Doctor shot him a withering look and took Sophie's hand as he headed for a door out of the ward, "Rose," he called over his shoulder when he didn't hear her following him.

Rose jumped up, "Are we getting out of here?"

"We're going up stairs," he corrected.

"I even programmed the flight computer so it wouldn't land on anything living," Jack called after them, before he leapt out of his chair to follow them, "I harmed no-one,"

"If you're so sure of that. Then why are you still here?" Sophie asked, "Your cons failed. Shouldn't you be off looking for another mark Mr. Con man?" she snarked, raising a sceptical brow at him.

Jack shot her a charm smile, "Well, can't have you lot running off believing I had something to do with this. It'd tarnish my character," Sophie made a small disbelieving sound and his expression turned more serious again, "Look, I don't know what's happening here, but believe me, I had nothing to do with it," Jack insisted.

The Doctor paused in his stride and turned back to him, "I'll tell you what's happening. You forgot to set your alarm clock. It's volcano day,"

The sound of a siren blaring to life in the distance drew their attention, "That can't be good," Sophie muttered and raised her free hand to rub at her temples a little tiredly.

"What is it?" Rose asked.

"The all clear?" Jack answered.

"I wish," the Doctor muttered, before continuing on out of the ward.

 ***O*O*O***

"Doctor!" Sophie called as they hurried up a flight of stairs, "We've lost Rose,"

The Doctor stopped and glanced back and groaned, "Of course," he muttered under his breath and hands still clasped together they started back.

"Mr. Spock!" they heard Jack yell.

"Doctor! Sophie!" came Rose's voice a moment later.

The Doctor and Sophie looked down over a banister on the flight of stairs they were on, "Have you got a blaster?" the Doctor called to the pair that had just raced past the staircase, making them both skid to a stop and hurry back.

"Sure!" Jack shouted back as they began up the staircase, running to catch up to the Doctor and Sophie who had moved back to a secure metal door that was blocking their entrance.

"The night your space junk landed, someone was hurt. This was where they were taken," the Doctor told them.

"What happened?" Rose asked.

"Let's find out," the Doctor turned to Jack "Get it open,"

Sophie and Rose exchanged a slightly puzzled look, "What's wrong with your sonic screwdriver?"

The Doctor glanced at them, "Nothing," he replied as Jack pulled out his blaster with a grin and fired it at the lock, making a square hole where the lock had once been.

"Sonic blaster, fifty first century. Weapon Factories of Villengard?"

Jack glanced over at him in surprise, "You've been to the factories?"

The Doctor took the blaster from him, giving it a brief look over, "Once," he admitted casually.

"Well, they're gone now, destroyed. The main reactor went critical. Vaporized the lot,"

The Doctor handed the blaster back, "Like I said. Once. There's a banana grove there now. I like bananas. Bananas are good," he said giving Jack a pleasant smile, before he led the way into the room.

Sophie scrutinized the Doctor's profile, her gaze a little sceptical as she followed him into the room, "From a weapon factory to a banana grove?"

The Doctor shot her a quick grin, "Yep,"

"Seems like an odd choice,"

"Why? Don't like bananas?"

"No, I'm quite fond, make a great split," Sophie commented, "Just seems like an odd choice,"

The Doctor shrugged, "The universe could use a few more banana groves," and Sophie shot him another slightly suspicious look. There was something about the way he said that… her speculation trailed off as the Doctor flicked on the light revealing the room they'd stepped into.

Behind them Rose examined the hole that the blaster had left in the door, "Nice blast pattern," she commented.

"Digital," Jack shrugged.

"Squareness gun?" she asked turning to look at him again.

"Yeah,"

"I like it," Rose commented before she stepped past the now grinning Jack and into the room Sophie and the Doctor had disappeared into. Jack following her with a light chuckle.

The four looked about the room taking in the mess that had been left behind and the broken observation window.

"What do you think?" the Doctor asked no one in particular.

"Something got out of here," Jack commented.

"Yeah. And?"

"Something powerful. Angry." Jack observed from the mess of the room they were in.

"Powerful and angry," the Doctor repeated.

Jack moved further into the main room and stepped through another door and looked down at a mess of children's drawings that had been scattered over the floor and a teddy bear, "A child? I suppose this explains 'Mummy',"

"How could a child do this?" Rose asked shocked.

"A child that isn't a child," Sophie muttered a thoughtful frown scrunching her brow… but how was a child not a child? What could make a child into… whatever was happening here.

The Doctor reached down and pressed 'play' on the tape recorder that had been left on the table and immediately it whirred to life.

"Do you know where you are?" Constantine's voice came from the tape.

"Are you my mummy?" the child asked.

"Are you aware of what's around you? Can you see?"

"Are you my mummy?"

"What do you want? Do you know?"

"I want my mummy. Are you my mummy? I want my mummy! Are you my mummy? Are you my mummy? Mummy? Mummy?"

"Doctor, I've heard this voice before," Rose said in recognition.

"So, have we," the Doctor murmured and Sophie nodded grimly, she very much doubted that she would ever forget this little boy's voice. It'd probably haunt her along with the sight of Doctor Constantine succumbing to the 'injury plague' as the medical Doctor had called it.

"Mummy?"

"Always are you my mummy? Like he doesn't know," Rose murmured sadly.

"Mummy?"

"Why doesn't he know?" Rose asked feeling horrible for him.

Sophie shook her head a little, "Could be any of many reasons," she murmured. She'd heard a lot of them during her time in the orphanage.

"Are you there, mummy? Mummy?"

 ***O*O*O***

"Mummy? Please, mummy? Mummy?" the recording continued to play and the Doctor began to pace the child's room.

"Doctor?"

"Can you sense it?" he asked them.

Jack frowned, "Sense what?"

"Coming out of the walls," the Doctor expounded, "Can you feel it?"

"Mummy?"

The Doctor stopped pacing to look at the three humans in the room, "Funny little human brains. How do you get around in those things?"

Sophie and Rose rolled their eyes, "When he's stressed he likes to insult species. He cuts himself shaving, he does half an hour on life forms he's cleverer than,"

Sophie nodded, "And don't get us started on what he goes on about if he stubs a toe,"

"Rose, Sophie, I'm thinking," the Doctor shushed.

Sophie raised a brow at him, "Really? Cos, it sounded like you were insulting us humans again,"

"Sassy," the Doctor muttered, lips twitching despite himself as his brow furrowed as he continued to think.

Sophie glanced over at Rose, "Too much?" she questioned softly.

"Love the sass," Rose assured with a grin.

The Doctor rolled his eyes at them and continued to think, "There are these children living rough round the bomb site. They come out during air raids looking for food,"

"Mummy, please?"

"Suppose they were there when this thing, whatever it was, landed?" the Doctor questioned.

"It was a med-ship. It was harmless," Jack insisted again.

"Yes, you keep saying harmless," he turned to Jack, "Suppose one of them was affected, altered?"

"Altered how?" Rose asked.

"I'm here!"

Sophie frowned in confusion. That seemed like an odd deviation… and there was a strange sound filling the room. She glanced down and her eyes widened slightly at seeing that the tape had ended…

"It's got the power of a god and I just sent it to it's room,"

"Doctor," Sophie called, her voice overlapping with Rose's as the blond felt her fear rising.

"I'm here, can't you see me?"

The Doctor's gaze met Sophie's and the brunette swallowed, "The tape ended," she breathed, the tension rising inside her as her heart beat faster.

Th Doctor nodded, "It ran out about thirty seconds ago," he agreed.

"I'm here now. Can't you see me?"

"If the tapes ended then who's speaking?" Rose asked her voice breathy with fear.

"I sent it to it's room. This is it's room," the Doctor stated and glanced towards the door, the others following his gaze to see the child standing in the doorway.

"Are you my mummy? Mummy?" the child asked cocking its head to the side as he studied them.

"Ok," Jack said, his voice calm as he stepped forward, one of his hand moving towards his belt, "On my signal make for the door," he told them.

"Mummy?"

"Now!" Jack ordered and whipped out his blaster, only to pause and stare dumbfounded at the banana that he was holding instead.

The Doctor pulled Jack's blaster from his belt and aimed it at a wall, making a nice large square hole in it, "Go now!" he ushered Sophie and Rose ahead of him and through the hole, before moving to follow after them, "Don't drop that banana!" he said to Jack.

"Why not?" he questioned confused as he hoped through the hole himself.

"Good source of potassium!" he replied as they stood in a corridor.

Jack rolled his eyes, the child moved to cross the room, making for the hole in the wall, "Give me that!" he demanded snatching his blaster back from the Doctor and aimed it at the wall.

"Mummy. I want my mummy,"

Jack flicked a switch and fired and the hole was repaired, "Digital rewind," he explained before turning to the Doctor and tossing the banana back to him, "Nice switch,"

"It's from the groves of Villengard. I thought it was appropriate,"

Jack gave him a look, "There's really a banana grove in the heart of Villengard and you did that?"

"Bananas are good," the Doctor responded simply.

The child thumped a fist against the wall making it shudder and a thin crack appeared on their side of it.

"Come on!" the Doctor shouted and the four ran through the corridor, his finding Sophie's and Sophie's finding Rose's and they headed quickly down a flight of stairs. They were brought up short as the patients came out of the ward calling for their mummy as they shuffled towards them forcing them to turn and make for the other direction. Only for more patients to be shuffling towards them from that direction too.

The four were forced to back track up the flight of stairs they'd just descended, and they ran back down the corridor until they found themselves back at the wall, where the child was still banging against the wall, trying to get through, "It's keeping us here till it can get at us,"

Jack pointed his blaster, aiming it in every direction briefly, "It's controlling them?" he questioned.

The Doctor shook his head, "It is them. It's every living thing in this hospital,"

"Ok. This can function as a sonic blaster, a sonic cannon, and as a triple-enfolded sonic disrupter," Jack listed as he hoisted his blaster, holding it at the ready, "Doc, what you got?"

The Doctor pulled his sonic from out of his jacket pocket and held it aloft, "I've got a sonic, er…" he looked at his small little sonic device and lowered it again, "Oh, never mind,"

"What?"

"It's sonic, ok? Let's leave it at that,"

"Disrupter? Cannon? What?" Jack persisted.

"It's sonic! Totally sonic! I am soniced up!" the Doctor assured as he turned to face the second group of approaching patients levelling his sonic at them.

"A sonic _what?!_ " Jack demanded to know.

"Screwdriver!"

Jack turned to look at him incredulously just as the child managed to break through the wall.

Rose grabbed Jack's wrist and made him aim the blaster at the floor at their feet, "Going down!" she called, before firing and the four of them fell through the hole the blaster created.

The four landed heavily in a messy heap on the floor of the ward below. Jack scrambled up and pointed his blaster up at the ceiling, and with the flick of a button repaired the hole.

"Doctor, are you ok?"

"Could've used a warning," he groused.

Rose rolled her eyes and turned her attention to the curly hair brunette, "Soph, what about you?"

The brunette grimaced, "I'm kind of sick of falling on my ass today," she groaned.

"Oh, the gratitude," Rose huffed and rolled her eyes again.

Sophie blinked, "Sorry – tired," she murmured apologetically and Rose gave her a grin.

"Who has a sonic screwdriver?" Jack asked with disbelief.

"I do,"

"Lights?" Rose queried as she looked at Sophie again and the brunette nodded and the two began searching.

"Who looks at a screwdriver and thinks, _oooh_ , this could be a little more sonic?" Jack remarked sarcastically.

"What you've never been bored?"

"There's got to be a light switch," Rose muttered.

"Nothin' over here," Sophie responded as the two continued their search for a switch.

"Never had a long night? Never had a lot of cabinets to put up?" the Doctor questioned indignantly.

"Found it!" Rose called to Sophie and the brunette stopped looking and turned towards the blond as she flicked the switch illuminating the dark ward, only for the patients to sit up in their cots.

"Mummy? Mummy?"

"Door!" Jack shouted and the four hurried towards the door he'd indicated. Jack raised his blaster and aimed it at the door and fired it, only for it to do nothing. Jack frowned and gave it a smack, "Damn it!" he cursed and the Doctor stepped forward sonic screwdriver aimed at the lock.

"Mummy?"

"It's the special features. They really drain the battery," Jack explained to the two women who were staring at him curiously.

"Battery?" Rose questioned as the Doctor managed to unlock the storeroom door, "That's so lame!"

"Screwdriver is definitely cooler," Sophie agreed as the Doctor slammed the door shut behind them.

Jack rolled his eyes, "I was going to send for a new one, but somebody's gonna blow up the factory," he grumbled as he ran to the door sparing a moment to glare at the Doctor in annoyance.

"Oh, I know," Rose exclaimed, "First day Soph and I met him, he blew our job up. That's practically how he communicates,"

"Ok," the Doctor said as he finished locking the storeroom door, "That door should hold it for a bit,"

Jack shot him a look, "The door? The wall didn't stop it!" he exclaimed.

"Well, it's got to find us first!" the Doctor exclaimed, "Come on, we're not done yet! Assets, assets!"

"Well, we've got a banana, and in a pinch, you could put up some shelves," Jack said sarcastically.

"At least the Doctor's sonic still working," Sophie sassed as she glanced around, her eyes landing on Rose briefly, the blond shooting her an amused look, whilst Jack rolled his eyes.

"Window," the Doctor remarked as he hurried over to one.

"Barred. Sheer drop outside. Seven stories," Jack said as he leaned against the wall.

"And no other exists," Rose said as she looked around the storeroom.

"Well, the assets conversation went in a flash, didn't it?" Jack commented.

The Doctor eyed him, before turning his gaze to Rose, "So, where'd you pick this one up, then?"

"Doctor…" Rose said warningly.

Jack grinned, "She was hanging from a barge balloon, I had an invisible spaceship. I never stood a chance," Rose shifted a little uncomfortably.

Sophie smiled a little, "Only you Rosie," she teased again.

"Shush you," Rose muttered, but smiled at the brunette.

"Ok. One, we've got to get out of here. Two, we can't get out of here. Have a I missed anything?" the Doctor asked them.

Sophie blinked at the spot Jack had just been, "Jack just vamoosed,"

"What?!" Rose exclaimed and turned to where Jack had been and then crossed her arms as she took in the empty space.

"You and your boyfriends!" the Doctor muttered.

"Oi!" Rose protested.

 ***O*O*O***

Rose huffed under her breath as she stood by Sophie arms still crossed, "Ok, so he vanished into thin air. Why is it always the great looking ones who do that?"

Sophie blinked at her, unsure what response the blond was looking for. It wasn't like she knew anything about that…

The Doctor glanced over at them, brow furrowed slightly, "I'm making an effort not to be insulted,"

Sophie blinked at him now, still confused, "Why?" she asked him, "You've got a good face. Don't know why you keep calling it daft," the Doctor smiled at her before looking away again.

"I mean, men," Rose attempted to explain after she'd finished hiding an amused smile behind her hand.

The Doctor frowned again, "Oh, thanks. That's so much better," he grumbled sarcastically and Rose shrugged.

The radio crackled to life and the Doctor and Sophie tensed waiting only to relax as instead of the child's voice, it was Jack's that came from the radio.

"Rose? Sophie? Doctor?" he called, "Can you hear me?" the trio walked over to the radio, "I'm back on my ship. Used the emergency teleport. Sorry I couldn't take you," Rose beamed rather happily, "It's security-keyed to my molecular structure. I'm working on it. Hang in there,"

"How are you speaking to us?"

"Om-Com. I can call anything with a speaker grill," Jack replied.

"Now there's a coincidence,"

"What is?"

"The child can Om-Com too,"

Rose stared at the Doctor surprised, "He can?"

"Anything with a speaker grill," the Doctor reiterated what Jack had said.

"Like the phone that isn't a phone," Sophie murmured.

The Doctor shot her a quick smile, "Exactly,"

"What? You mean the child can phone us?" Rose asked staring from the Doctor to Sophie and back again, wondering what she'd missed whilst she'd been hanging off a barge balloon.

"And I can hear you. Coming to find you. Coming to find you," the child's voice crackled through the radio, a childish sing-song tune to his voice.

"Doctor, can you hear that?" Jack asked, voice coming through the speaker grill again.

"Loud and clear,"

"I'll try and block the signal. Least I can do," Jack told them, his hands moving over his controls.

"Coming to find you, mummy,"

"Remember this one, Rose?" Jack asked as he flicked another switch and music began playing through the radio.

Rose couldn't help but smile at the sound of 'Moonlight Serenade' and then shifted a little embarrassed at the questioning look the Doctor was giving her, "Our song," she murmured quietly and glanced away from the Doctor and Sophie kind of wishing she was back on that ship and just dancing once again – instead of trapped in a room with no way out.

 ***O*O*O***

Sophie leaned against the wall, resisting the urge to rub at her eyes as time slowly ticked by. Her tiredness really starting to set in again now that they had nothing to do, but wait and wonder. And whatever it was the Doctor was doing to the concrete was sending some kind of vibration through the wall that was kind of relaxing.

Rose turned her gaze to the Doctor from where she was relaxing back in the wheelchair, boredom setting in, "What are you doing?" she asked him.

"Trying to set up a resonation pattern in the concrete, loosen the bars," he replied without stopping.

"Is it working?" Sophie asked curiously.

The Doctor glanced over at her, "Slowly," he muttered sonic screwdriver still whirring.

Rose frowned slightly, "You don't think he's coming back, do you?"

"Wouldn't bet my life," he muttered.

"Why don't you trust him?"

"Con man," Sophie muttered tiredly, giving the blond a pointed look which said blond ignored.

"Why do you?" the Doctor asked throwing the blond a cursory glance.

Rose shrugged, "He saved my life. Bloke-wise, that's up there with flossing," she received nothing but silence, "I trust him because he's like you. Except with dating and dancing," the Doctor paused and gave her a look, "What?"

"You just assume I'm…"

"What?" Rose persisted.

"You just assume that I don't… dance,"

Rose grinned a little sceptically, "What, are you telling me you do dance?"

The Doctor glance from Rose to Sophie who was staring at them both curiously and back again, "Nine hundred years old, me." He reminded them, "I've been around a bit. I think you can assume at some point I've danced,"

"You?" Rose said sceptically.

"Problem?"

"Doesn't the universe implode or something if you… dance?" the blond teased.

"Well, I've got the moves, but I wouldn't want to boast,"

Rose walked over to the radio and turned up the volume dial, making 'Moonlight Serenade' fill the room louder, before she moved back towards the Doctor, "You've got the moves show me your moves,"

"Rose, I'm trying to resonate concrete. Ask Annie if you wanna dance," the Doctor attempted to side step.

"I can't dance," Sophie said in response, "Well. I can do a bit of a sway and shuffle, but dancing with a partner…" she shrugged and trailed off not feeling the need to go on. She'd never been to any of her school's dances. She'd never been able to afford a dress at the time and well aside from the obvious, if she had been asked, it was the only time said boy had talked to her…

Rose turned her attention back to the Doctor who was lightly frowning again now, "Jack'll be back. He'll get us out. So, come on. The world doesn't end because the Doctor dances," she prompted holding her hands out to him.

The Doctor made no move to dance, instead he looked at her upturned palms and he tucked away his sonic as he took her hands by the wrists, "Barge balloon?" he muttered questioningly.

"What?" Rose asked surprise as he turned her hands over inspecting them.

"You were hanging from a barge balloon,"

"Oh, yeah. About two minutes after you two left me. Thousands of feet above London, middle of a German air raid, Union Jack all over my chest,"

The Doctor shook his head, brows raised, "I've travelled with a lot of people, but you're setting new records for jeopardy friendly," by the wall Sophie stifled a light chuckle that still managed to catch the Doctor's attention and he turned his head to look at her, "You can't talk, you wander off yourself. A bit like a cat you are," he grumbled.

"Is this you dancing? Because I've got notes," Rose trailed giving him a pointed look.

The Doctor ignored her question as he turned his attention back to her hands, "Hanging from a rope a thousand feet above London. Not a cut, not a bruise,"

Rose nodded, "Yeah, I know. Captain Jack fixed me up,"

"Oh, we're calling him Captain Jack now, are we?"

"Well, he's name's Jack and he's a Captain," Rose said with a light shrug. Rose rolled her eyes in Sophie's direction, "Do you know what I think? I think you're experiencing Captain envy," she stated and shifted his hands so that they were in a dancing position to prompt him into dancing, "You'll find your feet at the end of your legs. You may care to move them,"

The Doctor made no move to do as she'd suggested, just stood a little awkwardly, "If he ever was a Captain, he's been defrocked," he muttered.

"Yeah? Shame I missed that," Rose mused with a slightly sly grin.

"Actually, I quit," Jack said drawing their attention to the fact that they were no longer in the storeroom, "Nobody takes my frock. Most people notice when they've been teleported," he commented as the Doctor stepped away from Rose.

"Felt kind of weird," Sophie murmured rubbing a hand over one of her arms. The fine hairs standing on end, one hand against the wall still from having kept herself from falling back after being teleported away from a leaning position… on the upside… she wasn't feeling all that tired anymore.

"Sorry about the delay. I had to take the nav-com offline to override the teleport security,"

"You can spend ten minutes overriding your own protocols? Maybe you should remember whose ship it is,"

"Oh, I do. She was gorgeous," Jack said with a grin, "Like I told her, be back in five minutes," he said before he ducked into a compartment under the console.

"This is a Chula ship," the Doctor commented as he looked around, recognising the technology.

"Yeah, just like that medical transporter. Only this one is dangerous," Jack responded from inside the compartment.

The Doctor snapped his fingers and immediately a golden glow enveloped his hands.

"Those are what fixed my hands up," Rose exclaimed, "Jack called them er…"

"Nanobots? Nanogenes?" the Doctor suggested.

Rose nodded, "Nanogenes, yeah,"

"Sub-atomic robots. There's millions of them in here, see?" the Doctor explained as both Sophie and Rose stared at his hands curiously as the nanogenes did their job, "Burned my hand on the console when we landed. All better now. They activate when the bulk head's sealed. Check you out for damage, fix any physical flaws," he waved the nanogenes away and turned to Jack who was still under the console, "Take us to the crash site. I need to see your space junk,"

"As soon as I get the nav-com back online," Jack replied exasperated. The Doctor stared at him mildly annoyed at the hold up, "Make yourself comfortable. Carry on with whatever it was you were doing," Jack muttered waving the man's impatience off.

"We were talking about dancing," the Doctor waved him off as he stepped towards where Sophie was sitting to get comfortable.

"It didn't look like talking," Jack responded a little slyly.

"It didn't feel like dancing," Rose commented.

"Didn't look like it either," Sophie agreed and the Doctor stared at them and a small chuckle came from under the console.

 ***O*O*O***

Rose sat in a seat near the console Sophie leaning against it lightly, whilst Jack was now in pilot's seat.

"So, you used to be a Time Agent, now you're trying to con them?" the blond asked curiously.

"If it makes me sound any better, it's not for the money," Jack responded.

"For what then?" Sophie asked.

"Woke up one day when I was still working for them, found they'd stolen two years of my memories. I'd like them back,"

Sophie and Rose stared at him in surprise, neither having expected that response, "They stole your memories?"

"Two years of my life. No idea what I did. Your friend over there doesn't trust me," Jack gestured to where the Doctor was sitting, staring or rather glaring at him, "And for all I know… he's right not to," he admitted and the computer beeped at him, "Ok, we're good to go," he called as he checked the monitor, "Crash site?" Jack asked, turning his gaze back to the Doctor who nodded, still eyeing him distrustfully.

 ***O*O*O***

The Doctor, Rose, Sophie and Jack made their way along the rails, heading closer and closer to the bombsite, making it to the barbed wire fence, peering in from the outside.

"There it is," Jack said pointing towards where the ship had crash landed, "Hey, they've got Algy on duty. It must be important,"

"We got to get past him," the Doctor said.

"Are the words 'distract the guard' heading in my general direction?" Rose asked with a smirk.

"I don't think that'd be such a good idea," Jack responded surprising the blond.

"Don't worry I can handle it," Rose assured.

"I've got to know Algy quite well since I've been in town. Trust me, you're not his type. I'll distract him. Don't wait up," he told them with a smirk and a wink, before walking towards where Algy was patrolling.

Sophie blinked a little stumped, "Huh, I thought he was interested in you," she murmured with a small gesture towards Rose. She frowned a little, "Or did I get that wrong? Or am I getting that wrong?" she gestured after Jack rather confused.

Rose turned towards the Doctor a questioning look on her face, "Relax, he's a fifty first century guy," Sophie turned her gaze to the Doctor too, "He's just a bit more flexible when it comes to dancing,"

Rose frowned, "How flexible?"

"Well, by his time, you lot have spread out across half the galaxy,"

"Meaning?" Rose pressed.

"So many species, so little time," the Doctor grinned.

"What, that's what we do when we get out there?" Rose asked with a mildly disgusted look, "That's our mission? We seek new life, and, and…"

" _Dance,"_ the Doctor said with a snigger.

"So, he's a bit of a player," Sophie stated.

Rose sighed, "Always the good-looking ones," she muttered again, lower lip jutted out in a slight pout, but still turned to watch with the Doctor and Sophie as Jack jumped down onto the railway track on the bomb site where Algy was pacing his route.

Jack approached with a grin, "Hey, tiger! How's it hanging?"

"Mummy?"

Jack frowned lightly, "Algy, old sport, it's me,"

"Mummy?"

"It's me Jack,"

"Jack?" Algy questioned like he didn't understand, "Are you my mummy?" Algy started to retch and fell to his knees just before the nose of the gas mask forced itself up out of his throat and the rest of his face changed.

Jack stared horrified, the Doctor, Rose and Sophie ran towards him from the sidings, coming to stand by him as other soldiers hurried over.

"Stay back!" the Doctor shouted at them.

"You men, stay away!" Jack ordered, his soldier's uniform giving his commands more weight.

"The effect's become air-borne, accelerating," the Doctor said as they observed the now lifeless body that had been Algy.

"What's keeping us safe?" Rose questioned.

"Nothing," the Doctor admitted.

The air raid siren blared again, "Ah, here they come again," Jack commented.

"Just what we need, more bombs," Sophie muttered.

"Didn't you say a bomb was going to land here?" Rose asked, pinning Jack with a look, before he could say anything the Doctor spoke again.

"Never mind about that. If the contaminants airborne now, there's hours left,"

"For what?"

"Till nothing, forever. For the entire human race," the Doctor said grimly, before his head cocked slightly, "And can anyone else hear singing?"

Sophie strained her ears and blinked in surprise as a soft voice reached her ears, "A lullaby?" and they were off chasing the sound, the Doctor in the lead.

 ***O*O*O***

Nancy sat still cuffed to the table, officer Jenkins who'd fully transformed was laying slumped over the table as she continued to sing, her voice a little shaky, "When the wind blows, the cradle will rock. When the bough breaks, the cradle will fall. Down will come baby, cradle and all," her gaze was drawn to the doorway as the Doctor appeared in it and with a gesture he urged her to keep singing as he took in the situation, Sophie, Rose and Jack appearing behind him as they caught up.

"Rock-a-bye baby, on the tree tops, when the wind blows the cradle will rock," she sang again, watching as the Doctor freed her from the cuffs with a strange device. Nancy stood immediately and stepped away from the table and the sleeping transformed body and they quickly hurried from the shed, making their way back towards the bomb site.

Jack and the Doctor pulled the tarp away from the spacecraft, revealing the crashed med-ship, "You see? Just an ambulance,"

Nancy stared at it, "That's an ambulance?"

"What's left of it anyway?" Sophie muttered as she eyed the crashed ship, her eyes catching on partially obscured lettering on the side of it.

"It's hard to explain," Rose told Nancy placing a comforting arm around the girls back as Sophie stepped closer to the ambulance, "It's from another world,"

The Doctor turned his head as he caught movement out of the corner of his eye, his gaze landing on Sophie as he saw he quietly walking closer to the ship, moving around to its side, "Careful Annie," he cautioned.

Sophie nodded, but said nothing as she moved to squat by it.

"Annie? I thought her name was Sophie?" Jack asked as he moved towards the controls.

"It's what the Doctor calls her," Rose said in explanation and Jack made an 'Ah' sound.

Sophie reached out and brushed some dirt that had smeared itself up the side after it had planted itself heavily into the Earth. Her breath hitched in her throat as she recognized the wording… well the part that wasn't still obscured by the ground. She'd been seeing it in her dreams often enough… _Bad Wolf_ or rather the German equivalent…

Sophie swallowed as she eyed the words for a moment longer, highly aware of the Doctor's eyes on her. She stepped away again, hands clenched at her sides and the Doctor frowned slightly in concern gaze travelling to where she'd been looking and took in the partially visible words on the side and he raised a brow in surprise both at seeing the words and Sophie's reaction to them…

"They've been trying to get in," Jack commented distracting the Doctor from his curiosity as he tore his gaze away from the words he recognized.

"Of course, they have," he scoffed as Jack began messing with the controls, "They think they've got their hands on Hitler's latest secret weapon… what are you doing?"

"The sooner you see this thing is empty, the sooner you'll know I had nothing to do with it," There was a bang and sparks came from the panel he'd been tampering with along with an alarm. The access panel flashing with a red light, "Didn't happen last time," he muttered.

The Doctor rolled his eyes, "It hadn't crashed last time. There'll be emergency protocols,"

"Doctor, what is that?" Rose asked as she stared at the flashing red panel.

"I don't care what the Doctor says about mauve. Red is never good," Sophie muttered and Rose nodded her agreement just as the gates at the other side of the bomb site started to shake.

"Captain, secure those gates!" the Doctor commanded urgently.

"Why?"

"Just do it!" the Doctor shouted and Jack rushed off and the Doctor turned to Nancy, "How'd you get in here?"

"I cut the wire,"

"Show Rose. Setting 2428-D," he said tossing Rose his sonic screwdriver.

"What?" Rose asked as she fumbled to catch it.

"Reattaches barbed wire. Go!"

"Is there anything I can do?" Sophie asked, feeling rather useless as she stood with the Doctor by the crashed ambulance.

The Doctor met her gaze with his own, scared that he'd lose her again… that he'd lose both of his companions to this, "Tell me you don't regret coming," he requested.

Sophie blinked at him surprised, but her lips quirked up a little, "Never," she said sincerely and the Doctor returned her smile with a relieved grin.

"Right then," he clapped his hands together, "Talk to me," Sophie blinked at him again a little thrown by his sudden shift in attitude, "You and Rose you both say the right things. Ask the right questions… so talk to me," he elaborated, "I've almost got it Annie-Girl… it's on the tip of my tongue…"

Sophie nodded and obliged, a little uncertainly… feeling pleased by his compliment and also slightly pressured into saying something worthwhile that'd help him think of what he needed…

 ***O*O*O***

Jack yanked open the hatch of the med-ship, "It's empty. Look at it," he told them gesturing at it as Rose and Nancy re-joined them.

"What do you expect in a Chula medical transporter?" the Doctor asked sarcastically as Rose handed him back his sonic, "Bandages? Cough drops?" he turned to the blond, "Rose?"

She shook her head, "I don't know,"

"Yes, you do. You both do!" the Doctor urged, "Come on Annie-Girl we were just talking about it," he prompted and the brunette frowned slightly, they'd talked about a few things in the time they'd spent talking before Jack had re-joined them.

Sophie and Rose looked at each other and then back at the Doctor realization dawning on both of them, "Nanogenes!" they exclaimed together.

The Doctor nodded and turned back to Jack, "It wasn't empty Captain. There was enough nanogenes in there to rebuild an entire species,"

Jack paled drastically as the realization set in that he really was responsible for what was happening to everyone, "Oh God," he groaned weakly.

"Getting it now, are we? When the ship crashes, the nanogenes escape. Billions upon billions of them, ready to fix all the cuts and bruises in the whole world. But what they find first is a dead child, probably killed earlier that night, and wearing a gas mask,"

"And they brought him back to life? They can do that?" Rose exclaimed wide-eyed.

"What's life? Life's easy. A quirk of matter. Nature's way of keeping meat fresh. Nothing to a nanogene," the Doctor explained, "One problem, though. These nanogenes, they're not like the ones on your ship. This lot have never seen a human being before. Don't know what a human beings supposed to look like,"

Sophie stared at him as her mind raced a little dizzyingly, "They got it wrong," she breathed a little weakly.

The Doctor nodded, "Precisely. All they had to work with was one little body and there wasn't a lot left. But they carry right on. They do what they're programmed to do. They patch it up. Can't tell what's gas mask and what's skull, but they do their best. Then off they fly, off they go, work to be done. Because you see, now they think they know what people should look like, and it's time to fix the rest. And they won't ever stop. They won't ever, ever stop. The entire human race is going to be torn down and rebuilt in the form of one terrified child looking for its mother, and nothing in the world can stop it!"

"I didn't know," Jack said a defiant note entering his voice as guilt ate at him. The Doctor merely gave him a frigid glare, before he turned back to the med-ship and got to work with the sonic.

"Rose!" Nancy called terrified as she spotted the gas masked patients advancing on them from over the railway tracks.

Rose hurried over to her side eyeing them for a brief moment before turning back to look at the ambulance and the still flashing panel, "It's bringing the gas mask people here, isn't it?"

"The ship thinks it's under attack. It's calling the troops. Standard protocol," the Doctor replied distracted as he still tinkered with the ship.

"Can you tell it that it isn't?" Sophie asked.

"I'm trying! Stupid things frozen me out," he smacked the panel irritated with it, before buzzing his sonic at it again, brow furrowed.

"But the gas mask people aren't troops," Rose said confused.

"They are now," the Doctor looked up from the panel, "This is a battle-field ambulance. The nanogenes don't just fix you up, they get you ready for the front line. Equip you, programme you,"

"That's why the child's so strong. Why it could do that phoning thing," Rose breathed.

"It's a fully equipped Chula warrior, yes. All that weapons tech in the hands of a hysterical four year old looking for his mummy. And now there's an army of them," the Doctor said staring at the patients that were surrounding them just outside the barbed wire.

"Why don't they attack?" Jack asked, his body tense, as the patients just stood staring at them, making no move to advance any further.

"Good little soldiers, waiting for their commander," the Doctor replied.

"The child?" Jack queried.

Nancy shot him a glare, "Jamie," she corrected heart in her throat.

Jack glanced over at her confused, "What?"

"Not the child. Jamie," Nancy told him firmly, still glaring and Sophie stared at her a little curiously, mind ticking.

"So how long until that bomb falls?" Rose asked and Sophie felt herself grimace as she remembered that a bomb was going to be falling on that ambulance and they were right next to it…

"Any second," Jack said looking up at the sky searching for any sign of it.

The Doctor shot Jack a look, "What's the matter, Captain? A bit close to the volcano for you?"

Nancy swallowed staring out over the patients still, each one looking like a version of her little Jamie, all calling for her, "He's just a little boy,"

"I know,"

"He's just a little boy who wants his mummy," Nancy said tears pricking at her eyes.

"I know," Sophie spoke this time, her throat feeling tight, "There isn't a child in the world who wouldn't do everything they could to find their mummy,"

The Doctor nodded glancing briefly at Sophie, hearing the strain in her voice, before focusing on Nancy again, "And this one can tear the world apart to save her,"

"So, what are we going to do?" Rose asked him.

The Doctor shook his head, "I don't know," he was so close to putting his finger on something… but like earlier with Sophie it was on the tip of his tongue… a vital piece escaping him.

"It's my fault," Nancy cried.

"No," the Doctor told her.

"It is," Nancy protested, "It's all my fault,"

"How can it be your…" the Doctor trailed off as he glanced over at the patients that were calling for their 'mummy' and then back down at the distraught young woman, "Nancy, what age are you? Twenty? Twenty-one? Older than you look, yes?"

"Doctor," Jack said urgently as bombs started to fall a short distance away, "That bomb. We've got seconds,"

"You can teleport us out," Rose said, turning to Jack hopefully.

"Not you guys. The nav-com's back online. Going to take too long to override the protocols," Jack told her, highly aware of both women's eyes on him.

"So, it's volcano day," the Doctor remarked coolly not taking his gaze from Nancy as his mind continued to tick, "Do what you've got to do,"

Rose stared up at him hopefully, "Jack?" she asked.

Jack stared at her, his gaze sad and apologetic, glancing briefly at the other woman who was still staring at him, before he vanished, leaving Rose to stare at that empty space with betrayal written all over her face.

The blond reached for the brunette's hand, taking it as she rested her head against her shoulder, seeking comfort as fear truly settled into the pit of her stomach.

"Sorry Rosie," Sophie murmured.

"How old were you five years ago?" the Doctor asked Nancy, "Fifteen? Sixteen? Old enough to give birth, anyway. He's not your brother, is he?" Nancy glanced at him and then away again shamefaced, "A teenage single mother in 1941. So, you hid. You lied. You even lied to him," Nancy glanced at him again, mutely unable to bring herself to say anything, but she nodded slightly.

The gate swung open and Jamie stepped into the gateway, the army of gas mask people behind him waiting to charge, "Are you my mummy?"

"He's going to keep asking Nancy. He's never going to stop,"

Nancy didn't reply only stared at the little boy, her Jamie as he stared forward, the gas mask army behind him, "Mummy?" the child asked again.

"Tell him," the Doctor urged gently, "Nancy, the future of the human race is in your hands. Trust me and tell him,"

Nancy sniffled for a moment, before she started forward moving towards the advancing Jamie.

"Are you my mummy? Are you my mummy? Are you my mummy?" he asked as he slowly walked towards the advancing woman.

"Yes," Nancy responded, "Yes, I am your mummy,"

"Mummy?"

Nancy came to a stop, "I'm here," she told him.

"Are you my mummy?"

"I'm here," Nancy repeated and knelt down in front of him.

"Are you my mummy?"

"Yes,"

"Are you my mummy?

Sophie watched sadly, "It's not working," she murmured as the little boy continued to ask the same question over and over.

"He doesn't understand. There's not enough of him left," the Doctor replied solemnly.

"I am your mummy," Nancy said through her tears, "I will always be your mummy. I'm so sorry. I am so, so sorry," she apologized heartfeltly, before she pulled him into her arms, hugging him to her tightly and a golden haze of nanogenes rose up to surround the both of them.

"What's happening?" Rose asked alarmed, "Doctor, it's changing her, we should…"

"Shush!" the Doctor hushed her as he almost bounced on the spot in excitement, barely allowing himself to hope, "Come on, please. Come on, you clever little nanogenes. Figure it out! The mother, she's the mother. It's got to be enough information. Figure it out," he urged them.

"What's happening?"

The Doctor pointed at mother and child, "See? Recognising the same DNA," Jamie let go of Nancy and she fell away.

The trio raced over Sophie and Rose helping Nancy up whilst the Doctor moved to Jamie, "Oh, come on. Give me a day like this. Give me this one," he pleaded to the universe and reached out a hand, lifting the gas mask away to reveal the face of the little boy. A little boy who was staring up at him a little bewildered.

The Doctor beamed at him, sweeping him up into his arms, "Ha-ha! Welcome back! Twenty years to pop music – you're going to love it,"

Nancy stared at her little boy delighted, "What happened?" she asked.

"The nanogenes recognised the superior information, the parent DNA. They didn't change you because you changed them! Ha-ha! Mother knows best!" he cheered brightly plonking the little boy back on his feet in front of his mother.

"Oh, Jamie," Nancy breathed hugging him to her again. Another bomb fell to the Earth shaking the ground.

"Doctor, that bomb," Rose said urgently, glancing about anxiously.

"Taken care of," the Doctor waved off.

Sophie and Rose stared at him, "How?"

"Psychology," he replied simply.

Sophie blinked at him, before her lips twitched upwards again this time in amusement, "So, you conned the con man?" the Doctor grinned at her cheekily.

Before their attention was diverted to the bomb as it hurtled towards them, only for it to get caught in an energy beam just before impact, with Jack sitting astride it.

"Doctor," he called.

"Good lad!" the Doctor called back.

"The bomb's already commenced detonation. I've put it in stasis, but it won't last long,"

"Change of plan. Don't need the bomb. Can you get rid of it, safely as you can?" the Doctor asked.

Jack nodded, before turning his gaze to the blond, "Rose?"

"Yeah?" she called back.

"Goodbye," he said before he vanished, only to reappear a moment later, "By the way, love the t-shirt," he commented with a grin before vanishing again and Rose smiled as Jack's ship flew away.

"Alright – so he's not so bad," Sophie admitted as she watched the ship disappear.

The Doctor summoned the nanogenes to his hands and Sophie and Rose turned their attention to him.

"What are you doing?"

"Software patch. Going to email the upgrade. You want moves. I'll give you moves," the Doctor said with a grin, throwing his hands forward to send the nanogenes towards the patients who were standing lost without their leader… all of them falling to the ground as the nanogenes engulfed them.

"Everybody lives! Just this once, everybody lives!" the Doctor exclaimed with excitement as the patients clambered back to their feet, healed. Sophie and Rose watched all smiles themselves as the Doctor dashed forward to meet them, "Doctor Constantine. Who never left his patients. Back on your feet, constant Doctor. The world doesn't want to get by without you yet, and I don't blame it one bit. These are your patients. All better now,"

"Yes, yes so it seems," Constantine agreed as he gazed about bewildered, "They also seem to be standing around in a disused railway station. Is there any particular reason for that?"

"Yeah, well, you know, cut backs," the Doctor waved off, floundering only a little for an excuse, "Listen, whatever was wrong with them in the past, you're probably going to find that they're cured. Just tell them what a great Doctor you are. Don't make a big thing of it. Ok?" he turned and made his way back over to Sophie and Rose still beaming a wide grin as an old woman hobbled over to Doctor Constantine.

"Doctor Constantine!"

"Mrs Harcourt. How much better you're looking," Doctor Constantine responded.

"My leg's grown back," the old woman exclaimed, "When I came to the hospital, I had one leg,"

Doctor Constantine blinked down at her two legs, "Well, there's a war on. Is it possible you miscounted?"

The Doctor grinned wider if that was possible at that and hurried over to the ambulance Sophie and Rose hurrying after him, "Right, you lot," he said as he jumped atop it, "Lots to do. Beat the Germans, save the world. Don't forget the welfare state!" Doctor Constantine smiled at him, before he turned herding his patients away.

The Doctor turned his gaze to Sophie and Rose, "Setting this to self-destruct, soon as everybody's clear. History says there was an explosion here. Who am I to argue with history?"

"Usually the first in line," Rose remarked.

"I thought the ship had frozen you out?" Sophie commented curiously as they watched the Doctor fiddle with the control panel.

The Doctor grinned at her, "Just watch it try and stop me now!" and Sophie chuckled returning his grin.

 ***O*O*O***

The Doctor immediately ran to the console as the trio entered the Tardis, chattering away at them jovially, "The nanogenes will clean up the mess and switch themselves off, because I just told them to. Nancy and Jamie will go to Doctor Constantine for help, ditto. All in all, all things considered. Fantastic!" he beamed at them.

"Look at you, beaming away like you're Father Christmas," Rose commented teasingly.

"Who says I'm not?" the Doctor challenged jovially, "Red bicycle when you were twelve,"

"What?" Rose exclaimed surprised.

The Doctor turned to Sophie still grinning, "A paperback copy of 'The Hobbit' by 'J.R.R Tolkien' when you were nine,"

Sophie's eyes widened, heart hammering in her chest, "Wait what?" she gaped.

"And everybody lives!" the Doctor repeated throwing his arms up ecstatically too excited to pause to address their shock, "Everybody lives! I need more days like this," he crowed.

"Doctor," Rose called expression sobering.

"Go on, ask me anything. I'm on fire,"

"What about Jack?" Rose asked, "Why'd he say goodbye?"

The Doctor's expression fell as he stared at his two companions and they stared back the mood in the Tardis sobering.

Sophie quirked her lips up a little, "Day like today. Everybody lives, right?"

The Doctor's lips quirked up to, "Yeah – everybody," he agreed, and Rose grinned widely as the Doctor began rushing about the console.

 ***O*O*O***

Jack looked up from his martini as 'Moonlight Serenade' suddenly started playing and glanced in surprise down his ship to see a big blue box had appeared seemingly out of nowhere, the door open to reveal Rose and the Doctor shuffling in what was supposed to be a dance, but didn't look like much of one.

"Well, hurry up then!" Rose called and Jack leapt out of his seat and raced for the blue box, "Ok," Rose huffed as she turned her attention back to the Doctor, "And right and turn," she instructed, "Ok, ok and try and spin me again, but this time don't get my arm up my back. No extra points for a half-nelson,"

Sophie chuckled lightly from where she stood watching by the Tardis' console. Jack gaped at the inside of the ship, having stopped just inside the door surprised at the inside of it.

"I'm sure I used to know this stuff," the Doctor whinged, a bit off put at his lack of grace on the dancefloor, when he was sure he'd had some once upon a time, "Close the door, will you? Your ships about to blow up. There's going to be a draught," he addressed the stunned man as he released Rose, a little grateful for the excuse to stop showing off his two left feet and moved to the console, "Welcome to the Tardis,"

"Much bigger on the inside," Jack commented.

"You'd better be," the Doctor grumbled, giving the other man a stern look.

Rose rolled her eyes, "I think, what the Doctor's trying to say is you may cut in," she said offering her hand to Jack tempting him to dance.

The Doctor hit a button on the console and the music changed from 'Moonlight Serenade' to 'In The Mood'.

"Annie-Girl! I've just remembered!" the Doctor exclaimed, his sudden shout drawing everybody's attention, Rose's hand in Jack's.

"What?" the brunette asked, only for a squeak of surprise to escape her as she found herself suddenly swept up into the Doctor's arms as he began to dance with her, wide grin back in place, "I can dance!" he spun the petite brunette around, "I can dance!" he cheered.

"And forgotten I can't!" Sophie yelped in shock, clinging to him, a little wrongfooted as she scrambled to place her feet and hands in the sudden whirl of movement and the Doctor slowed a little, letting her settle, expression turning a little sheepish, but only for a moment.

"Never too late to learn," he said with a cheery grin and Sophie couldn't help, but laugh as she relaxed, trusting him to guide her through the movements, her surprise fading into delight as she realized that she was actually dancing, and not stepping on his feet!

She gasped and then grinned when he dipped her in a smooth motion, before bringing her back up, sweeping her back into motion.

Across from them Jack pulled his eyes away from the grinning pair and turned to Rose, sweeping her up into a dance, earning a laugh and a grin from the blond as she was swept around the console in a lively fashion.

 ***O*O*O***

Sophie sat, legs extended across the couch as she rested her back against the couches arm. The stars of a solar system shining brightly above her head.

Her gaze however was focused on the slightly battered paperback copy of 'The Hobbit' that nine-year-old her had woken up to find on her pillow in the middle of the night, in the early hours of a Christmas morning. Of course, it hadn't been battered then, but brand new…

Sophie flicked open the cover and looked at the words that had been scrawled in an excitable rush onto the title page. _'You're going to be fantastic!'_ she ran a finger over the words feeling the slight indent they'd left in the paper. It was the only handwriting she'd ever found forgivable on a page of a book.

"Ah, the Milky Way. Good choice," the Doctor's voice had her looking up and over at the doorway where the Time Lord was standing.

"Sexy give me up again?" Sophie asked, trying to make her voice sound light, but it fell a bit flat.

"She was worried," the Doctor replied as he stepped into the solarium and made his way over to her.

Sophie shifted her legs, swinging them down and off the couch so that the Doctor had room to sit. The Doctor's gaze landed on the book in her lap, "I recognise that book!" he exclaimed cheerily and beamed as Sophie allowed him to take it from her.

"It weathered the years well," he commented as he looked it over, "Tardis practically threw this at me when I came looking for it. Almost hit me in the head it came hurtling out of the shelf that fast,"

Sophie smiled slightly at that, watching his hands as he turned the book over in them, before she blinked, "You stole it from the Tardis?"

"She gave it!" the Doctor defended, "Almost brained me with it, remember? Didn't even have to search," the Tardis hummed and Sophie raised a brow at him, "Alright. I was searching for a bit before it almost brained me," he admitted sheepishly and Sophie chuckled briefly before sobering again.

"Thank you," Sophie murmured softly, "I've wanted to say that for a long time. That book meant everything to me,"

"I know," the Doctor responded just as softly, handing the book back as he recalled the conversation that had taken place between himself and his companions that had led to him running about in the past leaving Christmas presents for the two of them whilst their older selves slept away, safely unaware of what he was up to.

"So, really, there is a Father Christmas. He's just a madman with a blue box instead of a large man with a sleigh," Sophie murmured softly, lips twitching up into another soft smile.

The Doctor grinned, "I dabble on a rare occasion,"

Sophie grinned in return and silence fell for a moment, before she broke it, "I'm ok, ya know. I just… wasn't ready to go to bed yet,"

The Doctor searched her gaze, "The dreams?" he queried softly, his gaze concerned as he couldn't help but wonder what visions were plaguing her nights so thoroughly, and wishing he could do something more than just sit with her.

"Yeah," Sophie muttered and blinked as the Doctor glanced around as if looking for something, before he seemed to come to some kind of conclusion and reached into his pocket pulling out his sonic screwdriver and pressed a button making the blue tinted tip flash once and the back of the couch fell away making them both fall back into a lying position.

"Woah!" Sophie gasped a bit disorientated and shot the grinning Doctor a slightly unimpressed look, "Warning, please," she huffed.

"How many of the constellations do you know?" he asked as he tucked the sonic away again.

"A few," Sophie responded.

"Did you want to learn some more?" he asked with a gesture towards the ceiling where the milky-way was still floating above them.

Sophie smiled, "Definitely," she agreed and soon found herself fully absorbed in listening to the Doctor as he pointed out constellations to her and telling her a bit about them, and offering up what little she knew about the ones she did know, when he pointed one out that she already knew. And there they stayed right up until the tired brunette succumbed reluctantly to the pull of sleep...

The Doctor carefully lifted her up into his arms, being sure not to wake her as he carried her to the door of the solarium and out into the corridor.

The Tardis shifted the door to Sophie's room so that it was closer and he sent her a mental 'thank you' as she opened the door for him too.

He carefully deposited her down onto her mattress, and tucked her under her blankets, hoping that she wouldn't be too uncomfortable sleeping fully clothed.

"Sleep well, Annie-Girl," he murmured quietly, before he turned and quietly exited the room, clicking the door closed behind him.

On the bed, Sophie shifted slightly, her brow beginning to furrow as the same dream she'd been having night, after night, began again.


	12. Chapter 12 Boom Town

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** Thank you to everyone who followed/favourited and reviewed last chapter. Also a big thank you to **Saberbladeprime** and **Maethoriel Artemis** for helping out with this chapter too.

 **CHAPTER 12**

 **Boom Town**

Sophie slipped down off the stool, she had been sitting on at the kitchen island and carried her dishes over to the sink, depositing them into the sink just as Rose came into the kitchen, wide beaming grin in place.

"Mickey's agreed to come meet us. Should be here in a few hours," the blond said brightly as she made her way over to the coffee machine, "Coffee?" she offered.

Sophie looked away from the sink to look over at the blond, her blue gaze a little questioning as she stared at the blondes' profile, and heard the Tardis give a cheeky hum that had her turning her attention back to the sink to see that the clever ship had vanished her dirty dishes again on her.

She rolled her eyes and huffed a little under her breath, lips twitching up into a small smile. _'Yes, you win this round,'_ she projected to the ship.

A game having started between the two when Sophie hadn't stopped trying to do her own dishes, and so now if she took her eyes off them for a moment the Tardis would disappear them on her. Sometimes leaving her hands covered in soapy water and a sink filled with hot soapy water and no dishes to wash.

' _Thanks Sexy,'_ she projected and the Tardis hummed again still a bit smug.

"Space-Cadet!" Rose called drawing the brunette's attention back to the blond, who was standing an empty mug in hand, "Coffee?" she asked again.

"Sure, thanks," Sophie responded and the blond turned away again to fill the second mug as she made the brunette's coffee.

"So, Mickey's coming?" Sophie said as she accepted the steaming mug from Rose and the two moved back over to the island.

"Yep," Rose said brightly as they settled themselves on the stools, "What?" she asked catching the questioning look on Sophie's face.

"I'm not sure," Sophie said a little uncertain, her brow furrowed slightly, "It's just, I'm a little surprised I guess. I mean you've been pretty flirt heavy with Jack…"

Rose looked away, guilt churning in her stomach, "Yeah. I have," she admitted and sighed out a breath, "I love Mickey," she stated and her tongue flicked out to wet her lips, before she bit down on her lower lip.

Sophie stared at her confused, "Then why flirt?"

Rose shrugged, "It's still complicated Soph," she muttered, fingers tapping around her coffee mug as she frowned down at her coffee.

Sophie frowned down at her own coffee, not sure what she should say to that. It didn't seem fair to her, not to Mickey and not to Rose even… "Are all relationships like yours?" she finally found herself asking, brow still furrowed as she raised her eyes to Rose again.

The blond blinked at her, before she shrugged, "Dunno. I don't think so. But Mickey and I aren't exactly typically, not anymore. I'm travelling about space and time and he's not," she sighed shoulders slumping as she contemplated her boyfriend. Still so torn over what she wanted and what she should do.

She'd missed him so much, and she was thrilled that he'd agreed to come, but she still didn't know – not really. Things were so different now, there was a whole universe out there and she wanted to see it… and he didn't.

Sophie stared at her for a moment longer, before she looked back down at her coffee again, contemplating what little she knew about romantic relationships between two people – which was frankly… not much aside from what she'd seen from a distance.

"What about a date?" Sophie suggested, breaking the silence that had fallen between them.

"What?" Rose asked focusing on Sophie again.

"You and Mickey I mean," Sophie replied, "He's coming here, right? So why not go somewhere together, just the two of you?"

Rose stared at her for a moment, before she grinned brightly again, "A date sounds perfect," she agreed and Sophie returned the smile glad that she'd been even just a little helpful.

 ***O*O*O***

Sophie stepped down off the staircase and into the console room, her gaze immediately finding the Doctor as he stood by the console staring at the monitor.

He glanced over at her and smiled and waved her over to him. Sophie stared at him curiously as she obligingly made her way over to him, coming to stand by his side as he shifted slightly so that she could see what he was looking at.

"What's this?" she asked as she peered at the image that was being displayed on the monitor.

"Take a look," the Doctor encouraged as he stepped back a little more so that she could have easier access to the screen.

Sophie stared at the unfamiliar face that was staring back at her from the monitor and blinked once, before glancing back at the Doctor who was standing just behind her and slightly to her right, "Is this you?"

"The first me," the Doctor replied, "Look at that face, eh?" he said with a grin.

"Our talk got you a bit nostalgic?" Sophie queried curiously as she turned her gaze back to the picture.

"Sort of," the Doctor agreed, "That, and I thought you might like to see…" he murmured, voice trailing off and he cleared his throat as he reached over and pressed a button on the side of the monitor making the picture change to another. The new face that of a younger man with black hair, the Doctor lowered his hand back to his side as Sophie stared at the new face.

She tilted her head slightly as she regarded the face, "And this'd be your second?" she murmured as she reached up to the monitor touching a gloved finger to the screen curiously as she studied it.

"Yep,"

She glanced back at him and then back at the screen at the unfamiliar face that was the same person as the man standing behind her and yet looked nothing like each other.

"What?" the Doctor asked with a quirked brow.

Sophie gave her head a small shake, and turned back to the monitor pushing the button again and blinked at the picture, "Ooh, now that's a nose," she commented with light amusement as she studied the new features.

"Oi!" the Doctor poked her side, his lips quirking up as Sophie glanced back at him with a teasing smile.

Sophie turned back to the monitor and pressed the button again and couldn't help the giggle that escaped her, "Oh, the hair," she got out around her light laugh.

"Oi! Cheeky you are," the Doctor protested again, but instead of poking her this time he reached for her sides and suddenly Sophie was really laughing as his fingers tickled her sides.

She squirmed a bit as his fingers moved up and down her sides. Her arms shifting to try and protect them without much success as she laughed, "Alright, I'm sorry. It's great hair!" she cried out around her laughter, tears of mirth starting to pool in her eyes, "And it really works with the scarf!" she offered when the tickling didn't stop.

The Doctor stilled his fingers and grinned as Sophie caught her breath.

She lifted a hand up to wipe away the tears of mirth that had welled in her eyes as she calmed, her eyes returning to the monitor as the Doctor pressed the button to change to the next picture.

Sophie blinked caught completely off guard, not by the face, but by the vegetable that was pinned to his left lapel, "Is that a stick of celery?"

The Doctor grimaced slightly, "Yes… I went through a phase. Not entirely sure what I was thinking when I decided the 'decorative vegetable' was a good idea,"

Sophie cocked her head slightly, "Well, it adds character, I guess… why the lapel?"

"Can we move on from the vegetable? Call it a quirk I had back then," the Doctor muttered as he eyed the vegetable with mild distaste, trying to remember what had possessed him.

"Some quirk," Sophie murmured, but obligingly pressed the button to change the image again, "Oh, this ones… colourful,"

The Doctor tugged at his ear, "Suddenly this doesn't seem like such a good idea,"

"It's brilliant," Sophie countered, "You really make it work,"

The Doctor eyed her a little dubiously wondering if she was teasing him again before he grinned, "I did, didn't I?"

"Love the umbrella," Sophie said with a grin of her own, turning her head to look at him again and paused at the look he was giving her, "What?"

"I had a thought last night," the Doctor said as he pressed another button and the monitor went dark.

Sophie blinked as she searched his face for a moment, "You had an idea about my visions?" she asked a little cautiously.

The Doctor nodded, "And I've got a theory I'd like to test. If you'd let me,"

Sophie nodded, "Alright," she agreed and allowed the Doctor to take one of her arms in his hand, his other one pulling the glove from her hand and Sophie felt her heart accelerate in her chest oddly as she watched him.

He set the removed glove on the console they were standing beside eyes meeting hers, "Ready?" he asked. His free hand hovering over her bared one.

Sophie swallowed thickly, finding that in her nerves she couldn't find her words. So instead she nodded biting her lower lip as she waited, wondering if he'd really found a way around her visions.

Her breath catching as his fingers brushed hers. Her body tensing on instinct, only to blink as nothing happened… she should have had a vision, the contact should have triggered one. It had been ages since the last time he'd made skin on skin contact with her.

Not since he'd put the shield in place around her mind in the meditation room. So, she should have seen something…

She stared at their connected hands for another moment, before turning her gaze up at him questioningly, "What did you do?"

"Just a little trick," he grinned, "Just a little shift in my physiology, which is creating a very subtle pulse under my skin, which – simply put, is allowing me to trick whatever gives you a vision with skin contact into believing that you're not actually touching skin. Kind of like an invisible film overlaying my skin,"

"And that's preventing me from 'seeing' anything?" Sophie half stated, half questioned.

"Yep,"

"So… what does that mean? Have you figured out what it is? Why?" Sophie babbled a little in growing excitement.

"No," the Doctor admitted with a grimace, lowering his hand, "No, I was just testing the theory that the trick would fool it,"

Sophie slipped her hand from where it had been resting on top of his, disappointment making her stomach sink, "And no one else could do that… I couldn't do that, could I? Do the change my physiology thing,"

"No," the Doctor agreed, "But it's a step in the right direction, Annie. I know which direction I need to focus in now,"

Sophie nodded her understanding, shaking her disappointment off to focus on the fact that he was closer to coming to an answer, "How do you know that wasn't just a fluke?" she asked.

The Doctor gave her another smile and raised a hand again, this time poking her forehead, "Anything?"

Sophie went slightly cross-eyed trying to look up at his two fingers that were touching the middle of her forehead, "Nope,"

The Doctor's smile widened into a grin, "That's how," and Sophie turned her gaze back to his face and felt her lips quirk into a grin too.

From the top of the stairs unnoticed by the two in the console room Jack leaned against the wall arms crossed, a small smirk quirking up his lips as he watched the two that were standing a fair bit closer than necessary.

He glanced over his shoulder briefly to catch sight of Rose as she came up to him from down the corridor, "Are they always like that?" he asked quietly so that his voice didn't carry over.

Rose came up beside him and took in the scene in front of them, "Pretty much," she replied equally quietly, before she stepped down the stairs drawing the pairs attention and breaking the moment as they stepped away from each other.

Jack shook his head in wry amusement as he followed Rose down the stairs.

 ***O*O*O***

A comfortable silence reigned in the console room as the Doctor stood on a ladder a red light strapped to his head as he worked up in the gantries. Sophie sat in the pilot's seat Rose sitting on another chair in front of her, her back to her as the brunette worked her fingers through the blonds hair.

"Brush," the brunette ordered holding her hand out and the blond plonked the brush she'd been holding into Sophie's waiting hand.

The Doctor shot them a slightly irritated look, "Must you do that in the console room? You've got perfectly good bedrooms… or hey there's at least 4, no 5 bathrooms scattered around," he said with a vague gesture in the general direction of the stairs.

Sophie and Rose both looked at him, "I asked the Tardis. She's fine with it," Sophie replied.

"You're going to get hair all around the console," the Doctor protested weakly, shooting the Tardis a vaguely betrayed look.

Rose rolled her eyes, before she leaned her head back so that she could give Sophie a look.

"No there won't be. I already promised the Tardis that I'll,"

"We'll," Rose corrected.

"We'll clean up," Sophie adjusted shooting the blond a smile, before focusing her gaze back on the pouting Doctor, "So, there won't be any hairs. I promise,"

"Fine. Fine," the Doctor muttered, "Not one hair," he warned.

"Not one," the two women echoed and Sophie got back to running the brush through Rose's hair.

From where he was standing Jack chuckled, shoulders shaking in his mirth, "Having trouble there Captain?" he asked.

"Course not," the Doctor replied.

"I was talking to Sophie, actually," Jack responded with a smirk.

Sophie blinked over at Jack, her expression mildly puzzled, "I'm not a Captain,"

Jack smirked her way, eyes full of mirth, "Not yet, anyway," he said giving her a conspiratorial wink that only had the brunette more confused whilst Rose tilted her head down slightly as she smiled in amusement.

"Only one Captain on this ship," the Doctor muttered under his breath as he focused his attention back on what he was doing.

Sophie shook her head and turned her attention back to Rose's hair, "What did you want again?"

"Pigtails, plated," Rose told her and Sophie nodded and got to work on it, fingers moving swiftly through her hair, the brush soon finding its way back into Rose's hands, "You are good at this," Rose stated as quicker than she thought possible Sophie was tying the last tie to the ends of her plated hair.

Sophie shrugged a little, "I love playing with my hair,"

Rose picked up the large hand mirror that had been resting on the console and looked herself over, "Thanks. I just couldn't get it to sit evenly," she said gratefully.

"Your welcome," Sophie said with a grin as she pulled a bin out of small compartment in base of the console and set to cleaning just as she promised. Rose moving to help her, moving the chair out of the way as she got up.

Sophie tucked the bin away and clicked the compartment door closed obscuring it from view again as Rose rushed off to put her brush and hand mirror away.

"There can't even tell a brush was in here," Sophie said as she swept her gaze over the area.

"Good," the Doctor replied glancing over at her, "Don't make a habit of it. My console room isn't becoming a hair salon," he said firmly.

"Of course not," Sophie soothed and turned to sweep her gaze over the console to ensure that she had gotten all the loose hairs that had fallen as she'd played with Rose's hair and so missing the teasing salute Jack shot in her direction, but it wasn't missed by the Doctor who furrowed his brow slightly at Jack, before rolling his eyes and refocusing all over again, determined to ignore the man.

Rose bounded back down the stairs and into the console room just as there was a knock on the Tardis door.

Jack swiftly moved for the door cracking it open just enough to frame himself in the doorway as he peered at the young man standing in front of the Tardis frowning as he stared at him, "Who the hell are you?" Jack asked furrowing his brow in return.

"What do you mean, who the hell am I? Who the hell are you?" he asked just as rudely in return.

"Captain Jack Harkness," Jack introduced himself, "Whatever your selling, we're not buying," he stated.

"Get out of my way!"

Jack rolled his eyes as the other man barged past him and into the Tardis, "Don't tell me. This must be Mickey," he stated dryly as he shut the door.

"Here comes trouble! How're you doing, Ricky boy?" the Doctor greeted jovially.

"It's Mickey!" Mickey corrected shooting the Doctor an irritated look. He hadn't been here 2minutes and that Doctor was already starting on him.

Sophie moved towards the ladder the Doctor was standing on, "I thought you agreed to be nice to Mickey?"

The Doctor shot her a bit of a cheeky grin in response, "I am being nice," and Sophie huffed lightly, amused despite herself.

"Don't listen to him," Rose said as she stepped over to Mickey, "He's winding you up,"

Mickey smiled at her, "You look fantastic," and the two embraced each other.

"Aw, sweet. Look at these two. How come I never get any of that?" Jack asked as moved back through the console room.

The Doctor glanced over at him briefly, "Buy me a drink first,"

"You're such hard work," Jack quipped as he came to stand by Sophie.

"But worth it," the Doctor remarked with a wide grin.

Jack raised a brow, before smirking down at the petite brunette beside him, "I dunno," he murmured mock thoughtfully, "Is he Soph?"

Sophie blinked as she looked up at him, puzzled once again, "Huh?"

Jack couldn't help the light chuckle that escaped him, "Ah, don't ever change Soph," he told her fondly and ruffled her thick curly brunette hair, mussing it with a couple of well-timed light tugs of her hairdo.

"Oi!" Sophie protested glaring at him in mild irritation as Jack stepped away, out of range of any elbows that may go flying his way in retaliation. A rather satisfied amused smirk curling up his lips as he felt the Doctor's eyes on his back.

Sophie huffed as she removed the large crab claw hairclip she'd been using to pull her hair back gently from her face and so the long curly locks cascaded down her back in a wavy line. Her hands immediately moving to fix her hair, twisting the length as she held it in place and replaced the crab claw making sure it was secure, before she released her hair allowing it to cascade down her back again.

"Did you manage to find it?" Rose asked Mickey.

Mickey nodded as he pulled it out from his pocket, "There you go," he said as he handed it over to her.

"I can go anywhere now," Rose said a she brandished her passport happily.

The Doctor rolled his eyes, "I told you, you don't need a passport,"

"It's all very well going to Platform One and Justicia and the Glass Pyramid of San Kaloon, but what if we end up in Brazil? I might need it. You see, I'm prepared for anything," Rose said cheerily.

Mickey eyed her, "It sounds like you're staying, then," he murmured and Rose's smiled faded a little as she took in his less than happy face at the prospect.

Mickey shook himself and stepped away from Rose moving towards Sophie, as he pulled out another stack of papers, "Hey Soph. Jackie told me to give this to you," he stated.

Sophie blinked as she took it, "What is it?"

Mickey shrugged, "Something about your being 'dead' issue. Jackie's been on the phone a lot to the cops arguing in circles. Should have heard her chewing them out. Pretty much lit a fire under their butts to get them to do something about it, ended up – well, you've got a stack of complicated paperwork there," he shrugged.

Rose beamed, "That's my mum alright! She can nag anyone into anything!"

"Wait, 'dead'?" Jack asked with confusion and surprise.

"My fault," the Doctor admitted with a small grimace, "Her ID went up with the building when I blew up the signal being transmitted from the top floor of their little shop,"

"Yeah, then he landed 12months late," Rose huffed, lips twitching upwards in more amusement then irritation now.

"Are you ever going to stop harking on that?" the Doctor whinged.

"Nope," Rose teased.

"Just uh… get those back to the London police office and well… the rest of what Jackie said just kind of faded into the background," Mickey continued as he took in the expression on Sophie's face.

Sophie frowned down at the rather large stack, feeling a bit overwhelmed by them as she looked through them and the information on them. A surprised sound escaping her as they were suddenly snatched from her hands and she looked up to see Jack staring at them, flicking through them with a frown of concentration.

"I can help with these," he stated.

"You can?" Sophie asked a little surprised and grateful.

"No need to sound so surprised!" Jack responded with mock offence, hand rising…

Sophie immediately ducked away from him, moving to the other side of the ladder, "No, no!" she cried raising her arms to protect her hair as she shot him a look, "Don't mess with my hair!" and Jack laughed, but raised both his arms in mock surrender.

The Doctor rolled his eyes torn between amusement and irritation as he shot Jack another look. His eyes landing curiously on the papers the man was still clutching, "I'll be able to help with those to," he told Sophie.

"Really? Thanks," Sophie beamed.

Jack mock pouted at her, "So he gets a 'thanks' and I don't?"

Sophie looked back at him sheepishly, "Oops – thanks Jack,"

Jack gave her a grin, "Your welcome," he reached for her hair again only for Sophie to dance back out of the way, irritation flicking back over her features.

"Oi!" the Doctor protested shooting Jack an irritated look, "One of you is going to knock the ladder! I don't fancy falling from up here!"

Mickey turned away from the three by the ladder as Sophie looked up at the Doctor sheepishly and Jack merely smirked a bit again as he watched the two, "So, what're you doing in Cardiff? And who the hell's Jumping Jack Flash?" he asked and Jack shot him a look, "I mean, I don't mind you hanging out with big-ears up there," he gestured towards the Doctor.

"Oi!" the Doctor protested.

"Look in the mirror," Mickey shot back, before focusing on Jack again, "But this guy, I don't know, he's kind of…"

"Handsome?" Jack suggested with a grin.

"More like cheesy," Mickey retorted.

Jack blinked and glanced at Rose and Sophie, "Early twenty first century slang. Is cheesy good or bad?" he asked.

"It's bad," Mickey retorted again, eyeing the man a little suspiciously.

"But bad means good, isn't that right?" Jack asked again.

Sophie cocked her head slightly as she thought about it for a moment, "Uh, no," and Jack pouted a little.

"Are you saying I'm not handsome?" the Doctor asked as he came back down the ladder.

"We just stopped off," Rose told Mickey before he could respond to the Doctor's question, "We need to refuel. The thing is, Cardiff's got this rift running through the middle of the city. It's invisible, but it's like an earthquake fault between different dimensions," she explained with a beaming grin.

"The rift was healed back in 1869," the Doctor added.

"Thanks to a girl named Gwyneth," Rose continued and Sophie nodded, her gaze shifting slightly as she remembered the girl that'd given her life to stop the invasion, "Because these creatures called the Gelth, they were using the rift as a gateway, but she saved the world and closed it,"

"But closing a rift always leaves a scar, and that scar generates energy, harmless to the human race," Jack explained further.

"But perfect for the Tardis," the Doctor grinned, "So just park it here for a couple of days right on top of the scar and,"

"Open up the engines, soak up the radiation,"

"Like filling her up with petrol and off we go!" Rose cheered.

"Into time!" Jack grinned.

"And space!"

Mickey looked at the four of them, "My God, have you seen yourselves? You all think you're so clever, don't you?"

"Yeah," the Doctor agreed.

"Yeah," Rose said with a nod, still grinning.

"Yep!" Jack agreed.

The Doctor nudged Sophie and gave her a bit of a pointed look, "Yeah," the brunette agreed smiling with amusement at the look Mickey was giving them.

 ***O*O*O***

"Should take another twenty-four hours, which means we've got time to kill," the Doctor said as they walked out of the Tardis and into the bright sunny day.

"That old lady's staring," Mickey said with a nod the woman's direction.

Jack grinned, "Probably wondering what five people could do inside a small wooden box," he said as he threw the Doctor a suggestive look and pat on the shoulder, making the Doctor and Rose snigger in response.

Sophie rolled her eyes at him and ducked out of the way of Jack's hand as he reached for her hair again, her exasperated look at his obvious innuendo, turning warning as she positioned herself on the other side of the Doctor. Jack merely grinned at her.

"What are you Captain of? The Innuendo Squad?" Mickey asked as he eyed Jack, still not too fond of the idea of the obviously good-looking man hanging about with his girlfriend… travelling in the same ship together…

Jack waved a 'whatever' sign in Mickey's direction and walked away.

"Wait," Mickey exclaimed, "The Tardis, we can't just leave it. Doesn't it get noticed?" he asked.

Jack turned back his expression contemplative as he looked at the Tardis again, "Yeah, what's with the police box? Why does it look like that?"

"It's a cloaking device," Rose responded, remembering what the Doctor had told her and Sophie when they'd asked something similar.

"It's called a chameleon circuit," the Doctor corrected.

"And it's broken," Sophie added as she stared fondly at the beautiful blue box.

The Doctor shot her a slightly pouty look, "It's not broken. It's _stuck_ ,"

Sophie raised a questioning brow at him, "Isn't that the same thing?"

"No," he said seriously, "Broken would be if it didn't work at all," he murmured still a little pouty, but he smiled as Sophie nodded, her hazel flecked blue eyes amused.

He flicked his gaze back to the rest of the group, "The Tardis is meant to disguise itself wherever it lands, like if this was Ancient Rome, it'd be a statue on a plinth or something. But I landed in the 1960s, it disguised itself as a police box, and the circuit got stuck,"

Mickey stared surprised, "So, it copied a real thing? There actually was police boxes?"

Sophie nodded, "Yep,"

"On street corners. Phone for help before they had radios and mobiles. If they arrested someone, they could shove them inside till help came, like a little prison cell," the Doctor elaborated for him.

"Why don't you just fix the circuit?" Jack asked curiously, leaning forward a bit.

The Doctor shrugged a little, "I like it, don't you?"

"Love it," Sophie and Rose said together and the two shared a smile.

Jack blinked at them, "You two do that often?"

They shrugged at him, "Sometimes," Sophie and Rose blinked at each other at having synchronized again, before they smiled at each other again.

Jack huffed out a short laugh, "Cute," lips quirking up in a smirk as he pointedly ignored the look the Doctor gave him.

"But that's what I meant," Mickey said ignoring the short byplay between his girlfriend, Sophie and the Captain after shooting a slightly huffy look at the man, trying to take his girlfriend's attention back, "There's no police boxes anymore, so doesn't it get noticed?"

The Doctor threw an arm around Mickey's shoulders, "Ricky, let me tell you something about the human race. You put a mysterious blue box slap bang in the middle of town, what do you do?" he asked, but spoke again before Mickey could take more than the breath he needed to reply, "Walk past it," he released Mickey, "Now, stop nagging. Let's go and explore," he urged brightly.

"What's the plan?" Rose asked brightly.

"I don't know. Cardiff, early twenty first century and the wind's coming from the… East. Trust me. Safest place in the universe," the Doctor grinned.

 ***O*O*O***

The group of five had just gotten seated at a small jetty, the atmosphere of their small group relaxed and cheery as they chattered, even Mickey having relaxed a bit around Jack.

"Sophie? Sophie Connolly?"

The atmosphere changed as Sophie's smile froze on her face for a moment, before falling away and the table stilled, tensing at the brunette's change in demeanour. Their gaze's drifting to the person that was standing behind her.

Sophie let out a shaky breath, her tongue flicking out to wet her lips, her hands clenched in her lap, "Hello Brooks," she finally said her voice cool and detached far from the light friendly tone she'd been using just moments ago. She reluctantly turned in her seat so that she could take her first look at the woman she hadn't seen in years, her expression completely closed off from what she was feeling.

The tall strawberry blond woman in a snappy black business suit, her awkward stance at odds with the confident well-put together style she favoured as she stared at the still seated brunette, who was looking at her with the same closed off, guarded expression she'd had all those years ago.

"Uh," she began flicking her gaze a bit nervously at the far from friendly looks she was receiving from the others at the table, and she had to force herself to not shift uncomfortably, "I prefer Brooklynn now…" she said lamely, before clearing her throat as Sophie stared at her flatly, "I was hoping we could talk…" Brooklynn trailed awkwardly, but stared at the smaller woman hopefully.

Sophie stared at her silently, expression unmoved.

"Sophie?"

"Annie-Girl?" Jack and the Doctor spoke almost at the same moment, concerned.

"…Space-Cadet?" Rose said after another moment when Sophie still hadn't said anything or made any move to acknowledge them or the woman who was still standing… waiting with baited breath for the brunette to speak.

Sophie blinked and finally shifted, "…Sure," she finally breathed out surprising the table as she slowly got up from her seat.

"What's that about?" Mickey asked breaking the silence at the table as they watched Sophie and Brooklynn walk away from them.

"I'd say that'd be someone Soph knew from the orphanage," Rose hypothesized lowly.

"Yeah…" the Doctor agreed, his expression grim as he catalogued Sophie's every movement… each one screaming to him just how uncomfortable she was with the other woman…

A short distance away Sophie and Brooklynn came to a stop. Brooklynn turned towards the brunette, "You look good…" she began awkwardly and received the same cool silent stare, "Still wearing those gloves – but good,"

Sophie stared at her another moment before she turned to leave, her lips thinning as she pursed them.

"No, wait please! I didn't mean it like that," Brooklynn pleaded.

Sophie hesitated a moment, before she sighed out a breath and turned back to the other woman, "Then what do you want Brooklynn?" she asked, her stony expression cracking just enough for her scepticism to break through.

At the table Jack shot the Doctor a look, "Would you relax?" he urged and got an irritated look in return, "She's ok – we can go right over there if that changes," he attempted to assure the man that was tapping his foot agitatedly under the table.

The Doctor merely went back to watching the two women. Jack sighed out a breath and tapped his finger against the table, "Oh I've got just the story!" he said attempting to be bright and lighten the mood despite his own concern for the brunette who still hadn't relaxed as she talked with the strawberry blond.

Brooklynn tucked a strand of hair that had come loose from her tight ponytail back behind her ear, "I wanted to apologize," she admitted and Sophie blinked in surprise, her stance loosening ever so slightly, "For the orphanage – I was horrible…" Brooklynn trailed.

Sophie looked away uncomfortably, a hand coming up to rub at her arm.

"I know it probably doesn't mean much after everything I did," Brooklynn picked up her thread of thought again needing to get this out now that she had the chance, "After everything I said..."

"It wasn't just you," Sophie muttered, frown furrowing her brow, unsure what to feel or even what to think.

"No, it wasn't," Brooklynn agreed shamefaced, "But I encouraged it – I was awful to you. And I really am sorry for it,"

Sophie blinked again processing as she studied the other woman's face, slowly she huffed out a low breath, "Thank you," she finally managed to get herself to say, "That means… something,"

"Not as much as I wish it did," Brooklynn sighed, before she reached inside her jacket and pulled out a small black wallet, "It doesn't make up for anything – but I'm a lawyer now. So, if you ever need anything… well," she pulled out her business card and offered to Sophie, "You can give me a call,"

Sophie blinked again as she reached up and accepted the card, "Thanks – I'll keep that in mind," she murmured.

Brooklynn nodded, "Well, I've really got to run. Got to get back to work, but thank you for talking to me. It's more than I was expecting, really," she held out her hand and froze, unsure if she should have done so…

Sophie's lips quirked up in the smallest of smiles and took her hand giving it a brief shake and watching a little befuddled as Brooklynn walked away from her.

"So… what did I miss?" Sophie asked as she retook her seat at the table.

"Oh, just that Jack here, is a big old liar," Rose replied with an amused grin.

"Hey. I'm not old!" Jack protested.

"So, what happened with…" the Doctor made a gesture in the general direction she'd been talking with Brooklynn.

Sophie shrugged, "Something – unexpected," she responded and gave the Doctor a smile as he continued to stare at her intently, "It was good though," she assured and the Doctor nodded relieved.

Rose nodded satisfied that everything had gone well with the Brooklynn woman and turned her attention back to Jack the tension at the table truly dissolving, "So, did you ever get your clothes back?" she asked curiously.

The Doctor's gaze caught on the front page of a newspaper that was being read by a man on the next table, his eyes zeroing in on the picture on it and with a quick movement he snatched it from him.

Beside him Sophie reached over and poked him, "That was rude, even for you," she informed him.

"He was finished with it," the Doctor waved her off as he began to read the front page.

"Didn't look like it to me," Sophie muttered as she glanced over at the man that was still huffing but making no real move to take back his paper. Curious Sophie shifted her chair closer to peer down at the paper and blinked in surprise at the picture, her brow furrowing at the woman in the photo, "Ooh, way to ruin my day,"

"And it was such a nice day too," the Doctor lamented in agreement as silence fell at the table, and held the newspaper up for the rest of the table to see.

Rose's eyes widened, "Wait, isn't that?"

"Margaret the Slitheen, yeah," Sophie grumbled her arms crossing over her chest.

Jack blinked, "Wait who?"

 ***O*O*O***

"Alright," Jack said as the five of them strode into the foyer of city hall, "According to intelligence," he winked at Rose, Mickey and Sophie the three having filled him in on the way over, "The target is the last surviving member of the Slitheen family, a criminal sect from the planet Raxacoricofallapatorious, masquerading as a human being, zipped inside a skin suit. Ok, plan of attack, we assume a basic 57-56 strategy, covering all available exits on the ground floor. Soph, Doctor you two go face to face. That'll designate Exit One, I'll cover Exit Two. Rose, you Exit Three. Mickey Smith, you take Exit Four. Have you got that?"

Sophie, Rose and Mickey stared at him wordlessly, whilst the Doctor gazed at him in surprise and somewhat put out with him, "Excuse me," he cut in his voice stern, "Who's in charge?" he asked with a raised brow.

Jack grinned sheepishly, "Sorry. Awaiting orders, sir,"

"Right," the Doctor nodded, taking on an air of authority, "Here's the plan," he paused for a brief moment, before he beamed a grin at them, "Like he said. Nice plan," Jack rolled his eyes he really should have seen that coming, "Anything else?"

"Present arms," Jack commanded as he pulled out his phone. The Doctor, Rose, Sophie and Mickey all doing the same, linking their mobiles in a five-way connection with a simple click of a button. Jack grinned lazily at them, "See you in hell," he said in parting as they all split off.

 ***O*O*O***

"Hello," the Doctor greeted as he and Sophie came to a stop at a desk in front of the Mayor's office, addressing the young man that was sitting behind.

"Hi there," Sophie said with a small wave as the young man looked up at them.

"We've come to see the Lord Mayor," the Doctor informed him cheerily.

The young man blinked up at them, "Have you got an appointment?" he asked, not having expected anyone and neither of the two in front of him looked like an official visitor.

"No, we're just old friends passing by. Bit of a surprise," he grinned, "Can't wait to see her face,"

"Mm, I'm sure it'll be memorable," Sophie agreed with a lightness that she didn't really feel. Her gloved hands clasped behind her back to hide the fact that they were clenched into fists.

"Well, she's just having a cup of tea," the young man said just a little dubiously as he continued to eye the two.

"Just go in and tell her that a couple of old friends are here to see her," the Doctor encouraged.

The young man hesitated a moment longer, before sighing in resignation, "Names?"

"Just tell her that the Doctor and Sophie are here to see her,"

The young man blinked again, "Doctor who?"

"Just the Doctor,"

"Sophie and the Doctor?" the young man queried still dubious.

"Yep," Sophie assured with a smile.

"Tell her exactly that. The Doctor," the Doctor agreed.

"Hang on a tick," the young man said as he pushed himself up out of his chair and quietly slipped into the Mayor's office.

The Doctor and Sophie exchanged a look as they waited. A sound of a tea cup smashing reached them and the young man slipped back out of the door looking vaguely puzzled as he addressed the two once again, "The Lord Mayor says thank you, f – for popping by… she'd love to have a chat, but, er… she's up to her eyes in paperwork. Perhaps, if you could make an appointment for next week…?"

The Doctor grinned again, "She's climbing out of the window, isn't she?"

"Yes, she is," the young man admitted still a bit confused.

Sophie blinked, "Well that's new,"

The Doctor grinned at her, "It is, isn't it," he agreed, before they were brushing past the young man and hurrying into the office and over to the office balcony in time to see Margaret hoping over the scaffolding.

"Slitheen heading North," the Doctor said into his phone.

"On my way," Rose responded.

"Over and out," Jack confirmed.

"Oh my God!" Mickey said a bit weakly.

The Doctor was about to jump up onto the scaffolding to follow Margaret when the young man came rushing out onto the balcony.

"Leave the Lord Mayor alone!" he cried and grabbed the Doctor and the two started grappling as the Doctor tried to throw the well-meaning, but misguided young man off him.

Sophie stared at the two for a moment taking in the Doctor's bigger build to the young man's slighter one, "Uh… I don't think now is really the time for dancing Doctor,"

"Well, you could help!" the Doctor rebutted as he continued to try and throw the other man off him.

Sophie raised a brow at him, "What do you want me to do? Tackle him? He's a bit bigger than me, ya know?"

"Well, I spotted a couple of chairs in there!" the Doctor grunted as he shifted his feet in an attempt to get more leverage.

"Oh yeah. I'm never living that down," Sophie muttered with a frown, but resignedly moved forward, "Sorry about this…" she said apologetically, before she kicked the young man's shin and the effect was immediate as he started to hop up and down and the Doctor was able to push the young man away and the two turned for the scaffolding again.

 ***O*O*O***

"Who's on Exit Four?" Jack asked as he converged with Rose, Sophie and the Doctor as they raced after Margaret as she fled from them.

"That was Mickey!" Rose replied.

Mickey limped over towards them as fast as he could after his collision with the cleaning cart, "Here I am,"

"Mickey the Idiot!" the Doctor grumped as they continued their chase.

"Oh, be fair. She's not exactly going to out run us, is she?" Rose defended.

"Famous last words," Sophie muttered just as Margaret suddenly vanished and the five slid to a halt.

"She's got a teleport!" Jack exclaimed astounded and disgruntled at the discovery, "That's cheating! Now we're never going to get her,"

"Oh, the Doctor's very good at teleports," Rose assured.

Sophie nodded, "Got a bit of a knack," she agreed as the Doctor held his sonic aloft with a bit of a smirk and pressed a button and the tip flashed a moment before Margaret reappeared now running towards them.

Margaret stopped, spun on her heel and started running away from them again a few steps before she vanished. The Doctor grinned and pressed the button on his sonic again and Margaret reappeared again, closer than before.

Sophie blinked as she observed the byplay as Margaret vanished once again only to reappear again a moment later, "It's a bit like a cat playing with a mouse, isn't it?" she mused.

"Just a smidge," Rose agreed.

Margaret panted to halt in front of them.

"I could do this all day," the Doctor said cheerily, sonic still held aloft.

"This is persecution. Why can't you leave me alone? What did I ever do to you?" Margaret said around her haggard breathing.

"You tried to kill me and destroy this entire planet," the Doctor responded.

Margaret rolled her eyes, "Apart from that,"

Sophie cocked her head to the side slightly, "Would you like a list?"

Margaret shot her a glare, "I'll pass,"

 ***O*O*O***

The five escorted the petulant Margaret into the exhibition room, "So, you're a Slitheen, you're on Earth, you're trapped. Your family get killed, but you teleport out just in the nick of time. You have no means of escape. What do you do? You build a nuclear power station," the Doctor gestured at a model in the middle of the room and Jack, Rose and Sophie moved to examine the model, "But what for?" the Doctor asked.

"A philanthropic gesture," Margaret attempted to wave off, "I've learnt the error of my ways,"

Sophie made a low sound of disbelief at that, but didn't bother looking up as she continued to stare at the model, "I doubt that," she murmured, a shiver running down her spine as she recalled just what she'd felt from Margaret's mind the last time they met, before she'd allowed the Doctor to help her.

"And it just so happens to be right on top of the rift," the Doctor replied with disbelief.

"What rift would that be?"

"A rift in space and time. If this power station went in to meltdown, the entire planet would go schwwwupboom!" Jack said arms rising for emphasis.

The Doctor stepped over to the model looking it over, "This station is designed to explode the minute it reaches capacity,"

Rose frowned, "Didn't anyone notice? Isn't there someone in London checking this sort of stuff?" she asked.

Margaret shrugged, "We're in Cardiff. London doesn't care. The South Wales Coast could fall into the sea and they wouldn't notice," she blinked and then grimaced, "Oh. I sound like a Welshman. God help me, I've gone native," she cringed.

"But why would she do that? A great big explosion, she'd only end up killing herself," Mickey stated confused.

Sophie flicked her gaze over to him, "Last time she had a spaceship parked in the Thames," she reminded.

The Doctor smiled at her, before flicking his gaze back to Margaret who was glaring at Sophie, making him narrow his eyes on her briefly, before turning his gaze back down to the model, "Oh, but she's clever,"

He reached into the model and yanked the middle section out of the model and flipped it over to reveal the electronics underneath.

"Fantastic,"

Jack stepped closer to the Doctor, "Is that a tribophysical waveform macro-kinetic extrapolator?" he asked voice tinged with excitement.

"Couldn't have put it better myself," the Doctor agreed.

Sophie and Rose exchanged a look, "Boys and they're toys," the blond muttered.

Sophie nodded eyeing the Doctor and Jack as they examined the gadget the Doctor had pulled from the model. "Yeah. Getting that vibe," she agreed with a light shake of her head.

"Oo, genius!" Jack exclaimed taking it from the Doctor to have a better look, "You didn't build this," Jack shot at Margaret. Whilst the Doctor paused briefly his eyes landing on a poster, catching on the words.

Margaret shrugged, "I have my hobbies. A little tinkering,"

"No, no, no. I mean, you really didn't build this. Way beyond you," Jack stated confidently.

"I bet she stole it," Mickey said eyeing Margaret distrustfully.

"Is it a weapon?" Rose asked curiously.

"It's transport," Jack replied placing it on the floor, "You see, if the reactor blows, the rifts opens. Phenomenal cosmic disaster. But this thing shrouds you in a forcefield. You have this energy bubble, so you're safe. Then you feed it coordinates, stand on top, and ride the concussion all the way out of the solar system,"

"It's a surfboard," Mickey exclaimed with an excited smile.

"A pan-dimensional surfboard, yeah," Jack agreed.

Sophie shook her head again in light amusement, before her own gaze landed on the poster that was tacked up on the wall. Her eyes zeroed in on the words 'Blaidd Drwg' and she let out a low breath, hands clenching at her sides, once again recognizing those words from her dreams… _those words so similar and yet so different each time…_

"And it would've worked," Margaret sneered at them, "I'd have surfed away from this dead-end dump and back to civilisation,"

Mickey stared at her aghast, "You'd blow up a whole planet just to get a lift?"

"Like stepping on an anthill," Margaret sneered.

"How'd you think of the name?" the Doctor asked gaze flicking to the poster again.

"What, Blaidd Drwg? It's Welsh," Margaret shrugged.

"I know," the Doctor replied, "How did you think of it?" he asked again, gaze shifting briefly to Sophie once again cataloguing her reaction to the words.

"I chose it at random, that's all. I don't know. It just sounded good. Does it matter?" Margaret asked.

"Blaidd Drwg," the Doctor muttered.

"What's it mean?" Rose asked curiously.

"Bad Wolf," Sophie responded tearing her eyes away from the poster.

Rose blinked at her a little surprised, "You speak Welsh?"

"Not a word," Sophie replied still a bit distracted.

Rose frowned as she contemplated the words, "But I've heard that before. Bad Wolf. I've heard that lots of times," she muttered.

"Everywhere we go. Two words following us. Bad Wolf," the Doctor murmured contemplating, his gaze landing on Sophie again as his mind raced.

"How can they be following us," Rose asked, her gaze flicking from the Doctor to Sophie and back again – taking in their reactions.

The Doctor forced himself to relax and smiled at her slightly, "Nah," he dismissed, "Just a coincidence. Like hearing a word on the radio then hearing it all day," he said, gaze flicking about the room, eyes landing on Sophie again, eyes meeting for a moment, "Never mind," the Doctor looked away again, "Things to do,"

Sophie sighed a little tiredly, a hand coming up to brush some of her hair that had come free from the crab claw clip back behind her ear. She wished that that was all it was, but she doubted those words would be haunting her nights if that was all it was, and as she eyed the Doctor's shift in demeanour she wasn't so sure that the Doctor bought it either…

The Doctor clapped his hands together briskly, his mind brushing Sophie's gently in reassurance and his lips twitched upwards in a smile as Sophie returned the gesture, "Margaret, we're going to take you home,"

"Hang on, isn't that the easy option, like letting her go?" Jack asked with a frown.

"I don't believe it!" Rose exclaimed excitedly, "We actually get to go to Raxa. Wait a minute! Raxacor,"

"Raxacoricofallapatorius," the Doctor told her.

"Raxacorico," Rose attempted again.

"Fallapatorius," the Doctor finished for her.

"Raxacoricofallapatorius. That's it! I did it!" Rose cheered and raised a hand and Sophie obligingly slapped it with a smile of her own. The blondes cheer, helping to chase away the last of her darkening mood. The brunette's concern brushed to the side for now.

The Doctor smiled at the cheery gesture that had Sophie's body relaxing, before the room's attention was drawn back to Margaret.

"They have the death penalty. The family Slitheen was tired in its absence many years ago and found guilty with no chance of appeal. According to the statutes of government, the moment I return, I am to be executed. What do you make of that Doctor? Take me home and you take me to my death,"

Their smiles faded and the Doctor's expression hardened as he regarded Margaret who was staring at him intently, "Not my problem," he stated coolly.

 ***O*O*O***

Sophie eyed Margaret warily as the woman looked around the console room, the Tardis's lights dim as she hummed a bit uneasily at having a prisoner inside of her. The brunette placed a gentle hand against the console, hoping to offer some reassurance to the beautiful ship… but it was hard as she herself was feeling a bit uneasy having the female alien aboard.

Still the Tardis hummed to her gratefully. And behind her the Doctor glanced up briefly from what he was doing to smile fondly at her back, having taken note of the interaction, before looking back down at what he was working on.

"This ship is impossible," Margaret breathed as she slowly moved about the console, "It's superb. How do you get the outside around the inside?" she asked.

The Doctor shot her a look, "Like I'd give you the secret, yeah,"

Margaret turned her gaze to the Doctor, "I almost feel better about being defeated. I never stood a chance. This is the technology of the Gods,"

"Don't worship me – I'd make a very bad God," the Doctor retorted, "You wouldn't get a day off, for starters – Jack, how we doing, big fella?"

"This extrapolator's top of the range," Jack peered around the console to eye Margaret, "Where did you get it?" he asked.

Margaret shrugged nonchalantly, "Oh, I don't know. Some airlock sale?"

"Must've been a great big heist," Jack mused, "It's stacked with power,"

"But can we use it for fuel?" the Doctor pressed, wanting to get the Slitheen off his ship and back on her home planet as soon as possible. The sooner she was off the sooner, his companions would be safe aboard his Tardis again.

Jack shook his head, "It's not compatible, but it should knock off about twelve hours," he estimated, "We'll be ready to go by morning,"

The Doctor frowned slightly, his gaze landing briefly on Sophie's back once again before dancing away, "Then we're stuck here over night," he muttered.

"I'm in no hurry," Margaret responded, her gaze bouncing from one person to the next, eyeing them all.

"We've got a prisoner!" Rose enthused, rather excited by the idea, "The police box is really a police box,"

"If only she was pleasanter company," Sophie bemoaned lightly, sharing small smile with Rose as she patted the console soothingly again as the ships lights dimmed further momentarily. _'She won't be here long,'_ Sophie projected to the ship, _'Soon as he can the Doctor will be dropping her off on Raxacoricofallapatorius,'_ she assured, rather glad that the name of Margaret's planet was much easier to think than to say.

"You're not just police, though," Margaret cut in, "Since you're taking me to my death, that makes you my executioners. Each and every one of you," she stated and the smiles fell from their faces once again as the mood darkened again.

Mickey frowned at her, "Well, you deserve it," he rebutted coldly.

"You're very quick to say so," Margaret said silkily, an unpleasant smile curling up her lips as she stared Mickey, "You're very quick to soak your hands in my blood, which makes you better than me, how, exactly?" she stepped around the console and settled herself down into a seat as silence met her question and the Doctor eyed her, pausing in what he was doing to watch her until she had seated herself, "Long night ahead… let's see who can look me in the eye," she mused, fixing her gaze calmly on Mickey again who held it for a brief moment, before he looked away unsettled. Margaret settled her gaze on Rose who glanced away guiltily, her gaze landing briefly on the Doctor as he continued to work, he glanced up briefly to shot Margaret a brief look highly aware of the atmosphere the woman was creating, before turning back to what he was doing needing to get it done.

Sophie blinked as Margaret settled her eyes on her, meeting them for an extended moment as she eyed the other woman, before she turned her gaze away too, eyes travelling to Mickey as he got up and headed out the door without a word.

Rose stared after him in concern, hesitating a brief moment, before she moved to follow him outside.

 ***O*O*O***

Sophie leaned back in the chair she'd sank into as silence reigned in the Tardis console room. Her gaze flicking every now and then to the door hoping that everything was going well between Rose and Mickey, whilst the Doctor and Jack continued to work. Her attention was diverted as Margaret broke the silence.

"I gather it's not always like this… having to wait. I bet you're always the first to leave, Doctor. Never mind the consequences, off you go. You butchered my family and then ran for the stars, am I right? But not this time. At last you have consequences... How does it feel?"

Sophie frowned at her, "I don't recall any butchering… unless, your referring to all the people you killed,"

Margaret levelled another glare at her, "This from the little guppy that hit me over the head with a chair,"

Sophie crossed her arms over her chest, "You were trying to kill us!" she rebutted a bit defensively, feeling everyone's eyes on her. She levelled a glare of her own at the Slitheen.

Jack blinked for a brief moment, biting back a smile as he glanced over at the brunette, "Don't answer her. That's what she wants,"

"I didn't butcher them," the Doctor agreed coolly as he levelled a cold look of his own at Margaret, "What about you? You had an emergency teleport. You didn't zap them to safety, did you?" he asked pointedly.

Margaret shrugged, "It only carries one. I had to fly without coordinates. I ended up on a skip in the Isle of Dogs," The Doctor, Jack and Sophie sniggered and Margaret glared at them again, "It wasn't funny," she said sharply.

"Sorry," the Doctor said insincerely still smiling in unrepentant amusement, "It is a bit funny," and they broke out into snickers again, Margaret joining in this time.

"Do I get a last request?"

The Doctor sobered as his expression turned serious again as he eyed Margaret shrewdly, "Depends what it is,"

"I grew quite fond of my little human life. All those rituals… the brushing of the teeth, and the complicated way they cook things… there's a little restaurant just round the Bay. It became quite a favourite of mine,"

The Doctor walked around the console towards her and leaned over the railing so that he could regard her more closely, "Is that what you want, a last meal?"

"Don't I have rights?" Margaret asked a touch defiantly.

Jack rolled his eyes, "Oh, like she's not going to escape,"

Margaret pinned him with a slightly mutinous look, "Except I can never escape from the Doctor, so where's the danger?" she returned her gaze to the Doctor, "I wonder if you could do it? To sit with a creature you're about to kill and take supper. How strong is your stomach?"

"Strong enough,"

"I wonder," Margaret mused, "I've seen you fight your enemies, now dine with them,"

"You won't change my mind," the Doctor informed her coolly.

"Prove it," she challenged.

The Doctor regarded her for a moment longer, before he turned and began to walk back over to what he'd been doing, "There are people out there. If you slip away just for one second, they'll be in danger,"

"Except I've got these," Jack cut in, holding up two bangles for them to see, "You both wear one. If she moved more than ten feet away, she gets zapped by ten thousand volts," Sophie grimaced as she eyed the bangles. That would not be pleasant, even being zapped by a low-level current had been painful. She didn't want to imagine what ten thousand would feel like.

The Doctor contemplated for a moment before he grinned, "Margaret, would you like to come out to dinner? My treat,"

"Dinner and bondage. Works for me,"

 ***O*O*O***

"So," Sophie began her voice low as she walked beside the Doctor, Margaret on his other side, "Is there a particular reason you insisted I come with?"

The Doctor glanced at her and shrugged with an air of nonchalance, "I just figured if I was going to dinner. I'd prefer to have some decent company along," he gave the petite brunette beside him another look, this one more searching, "Why? Would you have preferred to remain in the Tardis… with Jack?"

"No," Sophie replied easily, returning the sudden smile that the Doctor was beaming at her, before she glanced over at Margaret who was seemingly obvious to their conversation, "I just don't trust her," she muttered.

The Doctor took her hand and gave it a reassuring squeeze, "I've got my eye on her,"

Sophie returned her gaze to him and smiled once again, "I know," and the Doctor grinned again.

"Ah, there it is. Just like I said," Margaret broke her silence as they rounded a corner bringing the little restaurant in sight.

 ***O*O*O***

"Here we are, out on a date, and you haven't even asked my proper name," Margaret said moments after the waiter that had filled their glasses with wine had walked away from the table.

"It's not a date," the Doctor responded shortly and glanced briefly over at Sophie who was idly perusing her own menu, before he sighed out a breath as he turned his gaze back to Margaret, "What's your name then?"

"Blon. I am Blon Fel Fotch Passameer-Day Slitheen," she introduced herself, "That's what it'll say on my death certificate,"

"Charming," Sophie retorted dryly, looking up from her menu in time to see Blon pin her with an irritated glare.

"Nice to meet you Blon," The Doctor said, lips quirked up in an amused smile as he glanced over his own menu.

"I'm sure," Blon muttered and put down her menu not overly interested in the food. She turned her gaze out the window, "Look, that's where I was living as Margaret. Nice little flat, over there, on the top. Next to the one with the light on," the Doctor and Sophie turned to look in the direction she was pointing out and in a swift movement Blon emptied the powdery substance in her ring into the Doctor's glass.

"Two bedrooms, bayside view. I was rather content," Blon chattered on as they turned back around, "Don't suppose I'll see it again," she sighed.

The Doctor reached over and swapped their wine glasses over with a cheery grin, "Suppose not,"

"Thank you," Blon said voice dripping with sarcasm.

"Pleasure," the Doctor responded equally sarcastic.

Sophie raised a brow at the Doctor, _'How'd you even?'_

The Doctor smirked smugly, _'I'm clever,'_

' _And apparently have eyes in the back of your head,'_ Sophie responded eyeing Blon more closely now, silently berating herself for being stupid enough to fall for such a trick. She should have seen that coming… it was the same type of thing the kids in orphanage used to pull… and who knew what the woman had managed to put into the Doctor's drink…

' _I've got it covered,'_ the Doctor projected reassuringly taking in how tense she'd become. Sophie offered him a brief smile, but continued to eye Blon shrewdly now.

"Tell me then, Doctor. What do you know of our species?" Margaret asked brushing off her first failure.

"Only what I've seen," the Doctor responded eyeing his menu once again.

"Did you know, for example, in extreme cases, when her life is in danger, a female Raxacoricofallapatorian can manufacture a poison dart within her own finger," Blon pointed her finger and Sophie immediately lifted the plate in front of her on instinct to protect her face as the woman aimed it her general direction only to blink as nothing happened. She lowered the plate to see that the Doctor had caught it.

"Nice reflexes," the Doctor complimented more cheerily then he felt as he glared coldly at Margaret, pocketing the dart.

"Good to know my years ducking and covering have paid off," Sophie muttered, her heart beating uncomfortably in her chest as anxiety churned in her belly, that had really been to close for comfort.

"Just checking," Blon said all sweetness, though her smile had a cruel edge to it, "And one more thing. Just between you and me," Sophie tensed again as the Doctor leaned in towards Blon so that she could whisper, "As a final resort, the excess poison can be exhaled through the lungs," she began to exhale, toxic gas on her breath only to begin choking as the Doctor sprits breath freshener into her mouth negating the poisonous gas.

"That's better. Now then, what do you think? Mmm, steak looks nice. Steak and chips," he suggested, brushing his consciousness against Sophie's reassuringly and the brunette relaxed somewhat.

"Mm. I'm feeling more like a skip straight to the dessert kind of vibe," Sophie replied, feeling the need for something sugary and sweet. She definitely didn't think she could handle something as heavy as a steak right now, "They've got a banana split on the menu,"

"Can't go wrong with a banana," the Doctor agreed jovially whilst Blon huffed as she opened her menu far more violently then necessary – completely out of moves… for the moment.

 ***O*O*O***

The Doctor glanced over at Sophie in mild amusement as she pinched a chip from his plate, "I thought you didn't want chips?" he asked.

Sophie gave him a slightly sheepish look, "They smell really good – and my banana split hasn't arrived yet,"

The Doctor grinned and pushed his plate a little closer, "Share me chips if you share the banana split?" he offered.

"Deal," Sophie agreed easily as she nabbed another chip.

"Public execution's a slow death," Blon cut in, drawing their full attention back to her, "They prepare a thin acetic acid, lower me into the cauldron and boil me. The acidity is perfectly gauged to strip away the skin. Internal organs fall out into the liquid, and I become soup. And still alive, still screaming,"

Sophie swallowed thickly, suddenly no longer feeling hungry at the vivid mental images Blon was creating. The lingering flavour of the chip she'd just eaten no longer appetizing to her.

"I don't make the law," the Doctor commented.

"But you deliver it. Will you stay and watch?" Blon asked.

The Doctor eyed her, "What else can I do?"

"The Slitheen family's huge. There's a lot more of us, all scattered off-world. Take me to them. Take me somewhere safe," Blon pleaded.

Sophie glanced over at the Doctor who was staring at Blon with old eyes, "But then you'll just start again,"

"I promise I won't," Blon pleaded softly.

Sophie eyed her in disbelief, "How can you say that? After we only just caught you planning to blow a nuclear power plant killing hundreds if not thousands just to catch a ride,"

"I wanted to re-join what remains of my family. It was the only way," Blon responded.

"Was it?" Sophie questioned dubiously and Blon didn't answer.

"You've been in that skin suit too long," the Doctor chimed in grimly, "You've forgotten. There used to be a real Margaret Blaine. You killed her and stripped her and used the skin. You're pleading for mercy out of a dead woman's lips,"

"Perhaps I have got used to it," Blon allowed, "A human life, an ordinary life. That's all I'm asking. Give me a chance, Doctor. I can change,"

The Doctor stared at her levelly, expression unchanged, "I don't believe you,"

"I promise you. I've changed since we last met, Doctor," Blon continued unwilling to give up on pleading her case focusing her attention on the Doctor, knowing it was him she had to convince, "There was this girl, just today…" she glanced over at Sophie, "A young thing… something of a danger. She was getting too close," she turned her gaze back to the Doctor, "I felt the bloodlust rising, just as the family taught me, I was going to kill her without a thought. And then I stopped… she's alive somewhere right now. She's walking around this city because I can change. I did change. I know I can't prove it…"

"I believe you," the Doctor said calmly.

"Then you know I'm capable of better," Blon urged pleadingly.

The Doctor shook his head, "It doesn't mean anything,"

"I spared her life," Blon argued.

"You let one of them go, but that's nothing new. Every now and then, a little victim's spared because she smiled, because he's got freckles, because they begged. And that's how you live with yourself. That's how you slaughter millions. Because once in a while, on a whim, if the wind's in the right direction, you happen to be kind,"

Blon's face fell and she eyed him coldly, "Only a killer would know that," she said just as coldly and the Doctor remained quiet unable to say anything as guilt and remorse hit him afresh, "Is that right?" Blon continued, "From what I've seen your funny little happy go lucky little life leaves devastation in its wake. Always moving on because you dare not look back. Playing with so many peoples lives, you might as well be a God,"

The Doctor looked away from her. Only to glance down surprised as a slender gloved hand found his and squeezed comfortingly. He glanced over at Sophie surprised that she would be willing to touch him after hearing all that.

He wrapped his fingers around her hands and squeezed back gratefully, a small smile curling his lips as she brushed her mind a little clumsily against his as she attempted to copy his soothing action of earlier.

"And you're right, Doctor. You're absolutely right. Sometimes you let one go… let me go," Blon continued to plead, "In the family Slitheen, we had no choice. I was made to carry out my first kill at thirteen. If I'd refused, my father would have fed me to the Venom Grubs. If I'm a killer, it's because I was born to kill. It's all I know," Blon frowned as the Doctor glanced about clearly distracted, "Doctor, are you even listening to me?"

"Can you hear that?" he asked instead.

"I'm begging for my life," Blon grumped.

"No, listen, shush," the Doctor urged.

Sophie cocked her head, "Thunder? Maybe?" she suggested with a furrowed brow, something about it didn't sound right for thunder… just before the glasses began to vibrate then the glass window shattered and the restaurant broke out into screams.

 ***O*O*O***

The Doctor and Sophie ran hand in hand still, racing for the Tardis. Blon trailing a bit behind them as she struggled to keep up in her human skin suit.

"The handcuff!" she shouted pleadingly.

The Doctor halted and turned waiting for her to catch up before he removed the cuff, "Don't think you're running away," he warned as he grabbed her by the wrist with the hand that wasn't clutching Sophie's.

"Oh, I'm sticking with you," Blon assured as she glanced about, "Some date this turned out to be!"

"It wasn't a date!" the Doctor cried.

Sophie who'd been casting her gaze about anxiously gaped as a sudden bright light emitted from the Tardis and shot directly into the sky, "Doctor!" she cried.

The Doctor stared wide eyed at the phenomenon aghast, "It's the rift. The rift's opening!" he shouted and they were off again racing for the Tardis once again.

 ***O*O*O***

The three ran into the Tardis. The Doctor's eyes immediately landing on Jack, "What the hell are you doing?!" he shouted at the other man as he raced to the mans side bringing Sophie with him as he had yet to release her hand.

"It just went crazy!" Jack protested as he moved about frantic himself.

"It's the rift. Time and space are ripping apart. The whole city's going to disappear!" the Doctor shouted as an explosion came from the Tardis' console.

"How'd this happen?!" Sophie asked as she eyed the devastation inside the Tardis, flinching back a little from the heat coming from the console.

"It's the extrapolator!" Jack answered, "I've disconnected it, but it's still feeding off the engine! It's using the Tardis. I can't stop it!" he cried.

The Doctor shook his head, "Never mind Cardiff, it's going to rip open the planet," he shouted again just as Rose ran into the Tardis slamming the door behind her.

"What is it? What's happening?!" she asked.

"Oh, just little ol' me," Blon said smugly, all signs of her earlier terror gone and she ripped one of her arms out of her skin suit.

"Rose!" Sophie shouted a warning to late as Blon grabbed Rose about the throat.

"One wrong move and she snaps like a promise," Blon threatened making the Doctor, Jack and Sophie freeze.

The Doctor scowled at her darkly, "I might've known,"

Blon rolled her eyes, "I've had you bleating all night, poor baby, now shut it!" she demanded inching closer, "You fly boy, put the extrapolator at my feet," when no one moved she tightened her hold on Rose's throat and the Doctor gave Jack a nod and the man moved to do so.

"So, all that earlier in the restaurant?" Sophie said as she eyed Blon warily, every muscle in her body tense as she watched Rose whimper in Blon's grip.

"I had to keep you busy somehow and you and your Doctor played your parts beautifully," Blon sneered as Jack moved back, extrapolator now at her feet, "Thank you. Just as I planned,"

"I thought you needed to blow up the nuclear power station," Rose asked, her voice strained as Blon's hand constricted her throat.

"Failing that, if I were to be… arrested, then anyone capable of tracking me down would have considerable technology of their own. Therefore, they would be captivated by the extrapolator," Blon sneered at the Doctor, "Especially a magpie mind like yours, Doctor. So, the extrapolator was programmed to go to plan B," she tugged one of Rose's braids harshly making the blond whimper again, "To lock onto the nearest alien power source and open the rift. And what a power source it found... I'm back on schedule… thanks to you,"

"The rift's going to convulse. You'll destroy the whole planet!" Jack cried.

"And you with it!" Blon cried triumphantly, a victorious glint in her eye as she shoved Rose roughly to the side, though being sure to keep her hand firmly around the blonde's throat as she stepped atop the extrapolator, "While I ride this board over the crest of the inferno all the way to freedom. Stand back – surfs up!"

A panel in the Tardis console cracked open releasing a bright golden light… one that had Sophie's breath catching in her throat… the light hit Blon.

"Of course," the Doctor said, his voice deceptively calm as he watched what was happening, "Opening the rift means you'll pull this ship apart,"

Blon shrugged, "So sue me,"

"It's not just any old power source. It's the Tardis. My Tardis. The best ship in the universe,"

"It'll make wonderful scrap," Blon said coldly.

Sophie took a step forward her eyes focused on the golden light that was streaming out of the console. Her skin tingling lightly and the fine hairs on her arms and on the back of her neck stood on end, both enraptured by the gold and frightened by it… recognising it… _those eyes… glowing gold with such power…_

"Doctor, what's that light?" she asked, her voice strained.

The Doctor grasped her arm and pulled her back unwilling to risk her if she looked too long… "It's the heart of the Tardis," he told her, before turning his gaze back to Blon, "This ship's alive. You've opened its soul,"

"It's so bright," Blon breathed in awe as she stared, drawn in by it.

"Look at it, Blon," the Doctor urged gently.

"Beautiful," Blon breathed again.

"Look inside, Blon Fel Fotch. Look at the light,"

Blon relaxed and Rose broke free of her grip. Blon pulled her gaze from the beautiful golden light and smiled kindly, "Thank you," she breathed just before she disappeared her clothes crumpling to the floor.

"Don't look!" the Doctor ordered as he released Sophie so that he could rush forward, "Stay where you are and close your eyes!" but Rose hesitated the golden light of the heart of the Tardis whispering to her, but she did, mere seconds before the Doctor closed the console and whirled to Jack, "Now, Jack, come on, shut it all down!" Jack moved to do so, "Sophie, that panel over there, turn all the switches to the right. Rose same thing with that panel!" the two women did as instructed and the energy stopped streaming into the sky.

The Doctor breathed out a breath of relief, "Nicely done!" he beamed, "Thank you, all,"

"What happened to Margaret?" Rose asked.

"Must've burnt up. Carried out her own death sentence," Jack hypothesized.

"I don't think so," the Doctor disagreed as he watched Sophie step over to the crumpled pile of clothes, "She looked into the heart of the Tardis. Even I don't know how strong that is. And the ships telepathic, like I told you Rose. Gets inside your head. Translates alien languages. Maybe the raw energy can translate all sorts of thoughts," he hypothesized.

Sophie peered inside the bundle and blinked at what she found, "She's an egg,"

"An egg?" Rose questioned as the Doctor walked over to Sophie to take a look.

"Regressed to childhood," he explained as he lifted the egg out of the pile.

"She's an egg?" Jack questioned.

"She can start again," the Doctor beamed and Sophie smiled lightly as she watched him, "Live her life from scratch. If we take her home, give her to a different family, tell them to bring her up properly, she might be all right!"

"Or she might be worse," Jack said dubiously.

"That's her choice,"

"She's an egg," Rose muttered eyeing it.

"She's an egg," the Doctor agreed.

Rose stiffened eyes widening, "Oh my God. Mickey!" she turned and fled out of the Tardis.

Sophie stared after her for a moment, before she turned her attention to the panel that the Doctor had closed… the panel the golden light had streamed from… she brushed her fingers against it curiously, all the while feeling the Doctor's eyes on her.

She removed her hand and turned her gaze up to him as she felt a familiar gentle tug that urged her to look up. She met the Doctor's concerned eyes and attempted a smile, but feared it fell a bit flat. The Doctor extended her a hand and Sophie took it allowing him to help her back up into a standing position.

"Will the Tardis be ok?" Sophie asked breaking the silence between them.

The Doctor nodded, "Yeah. She'll be just fine – if not a little annoyed at me,"

"Isn't she always?" Sophie teased and the Tardis hummed what may have been a somewhat grumpy affirmation.

"Oi!"

From where he was busying himself with a bit of tidying up Jack shook his head a little amused all over again by the two of them, "Soph?" he called drawing the brunette's attention, "Do you mind giving me a hand over here?" he asked.

Sophie shrugged and stepped towards him, "Sure," she agreed completely missing the look the Doctor shot in Jack's direction, but Jack didn't and he merely smiled knowingly in response. The Doctor turned away busying himself at the console, but his gaze drifted over to the two of them… more often than not as they worked on getting the ship back in order…

 ***O*O*O***

"We're all powered up," the Doctor said when Rose stepped back into the Tardis, her eyes downcast, "We can leave. Opening the rift filled us up with energy. We can go, if that's alright?"

"Yeah fine," Rose muttered as she came to stand by Sophie resting her head on the brunette's shoulder with a slightly defeated sigh.

Sophie glanced down at the top of her head, "How's Mickey?" she asked cautiously, concerned for the blond.

"He's ok," Rose replied dully and Sophie frowned, it seemed to her at least that the date hadn't ended well, "He's gone," she admitted after a moment of silence making the Doctor look up again from where he'd been fiddling with the console.

He took in Rose's expression again and offered with only a little reluctance, "Do you want to go find him? We'll wait,"

Rose hesitated a moment, "No need. He deserves better," and Sophie shifted so that she could place her arm around her friends back, offering what comfort she could.

The Doctor glanced from Rose to Sophie, before nodding and turning his attention back to the console, "Off we go, then. Always moving on,"

"Next stop, Raxacoricofallapatorius," Jack said and grinned trying to lighten the mood, "Now, you don't often get to say that,"

"We'll just stop by and pop her in the hatchery. Margaret the Slitheen can live her life again. A second chance," the Doctor said with a smile.

Rose sighed from where she was stilling leaning against Sophie, "That'd be nice," she murmured, but she doubted very much that Mickey would give her one… nor did she think in this moment, that she truly deserved one where he was concerned… didn't stop her from wanting it though. It really didn't.


	13. Chapter 13 Bad Wolf

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** Thank you to everyone who followed/favourited and reviewed the previous chapter. And a huge thank you to **Saberbladeprime** for all your help with this chapter!

 **CHAPTER 13**

 **Bad Wolf**

Sophie groaned as she regained consciousness. Her head was killing her. She blinked open her eyes and squinted up at the figure that was crouching over her. The figure slowly coming into focus and Sophie frowned at the unfamiliar red head that was looming over her.

"Good your awake," the woman said briskly and suddenly hands were helping her up and onto her feet.

"Where am I?" Sophie asked glancing around, "Where's the Doctor?"

"Who?"

"The Doctor, Rose… Jack? We're… what were we doing?" Sophie muttered confused as she struggled to remember.

"It's alright. It's just the transmat. It scrambles your head a bit," the woman told her.

Sophie looked at the podiums as she was ushered into a large room, "I was travelling…" she muttered and glanced over at the red head, "I'm not supposed to be here,"

"Positions everyone!" the woman called briskly.

Sophie frowned, "Are you not listening? This isn't right… I'm… I'm not supposed to be here!" she said again a little frustrated now as she still struggled to remember what had happened. She remembered talking with Rose in her room… telling her about… something… her… she'd been telling her about her visions. The blond having come to her wanting a sleepover… as it'd been a week… or what they'd thought had been a week since their deal. Hard to tell in the Tardis…

The woman gave her a look, "You Sophie?" the brunette nodded, "Then you're meant to be here," she gestured at one of the podiums, "All you need to know is to obey the host, and follow the rules of the game,"

Sophie looked over in the indicated direction and her eyes widened at seeing her name on one of the podiums, "What?! _Game! What game?"_

The woman shot her a look like she thought she was a bit daft, before she shook her head, "Just obey the rules. Now take your position," the woman urged her up onto the podium with her name on it.

Sophie blinked down at the electronic pad and stylus that were resting on the podium and then looked up and over to where people were servicing a droid of some kind and then at a board as her mind slowly put the pieces together… vaguely recognising the set up…

"Activate the host!" the woman from earlier ordered and the studio lights went up and the Host Droid sprang to life as the people servicing it scurried out of the way.

"Welcome everyone… I am your Host-Bot and this is Countdown!" the Host-Bot declared.

Sophie swallowed, "Oh… bugger," she muttered under breath, her mind still rather fuzzy as she attempted to remember just what the rules of this game were… whilst still extremely confused as to just how she'd gotten here and just where her friends were…

 ***O*O*O***

Rose clung to Roderick as she tried to keep her feet underneath her as they walked away from where she'd woken up, "I was travelling with the Doctor, Sophie and a man called Captain Jack. They wouldn't just leave me – Soph wouldn't let them,"

"That's enough chat," the floor manager called, "Positions! Final call! Good luck!"

"But I'm not supposed to be here," Rose protested confused.

"It says Rose on the podium," Roderick told her, "Come on," he hurried her.

Still confused Rose took her place behind her podium, a frown in place as she gazed about the studio, "Hold on, I must be going mad. It can't be. This looks like the…"

"Android activated!" the floor managed shouted.

Rose eyes widened, "Oh, my God, the android. The Anne-Droid," she gaped at it as it sprang to life.

"Welcome to The Weakest Link!" the Anne-Droid declared.

 ***O*O*O***

Jack squinted open his eyes, his sight blurry, the bright lights making the situation worse even as he registered feminized robotic voices.

"Here we go again. We've got our work cut out for us,"

"I don't know. He's sort of handsome. Has a good lantern jaw,"

"Lantern jaws are so last year,"

Jack's vision came into focus and he took in the two female robots, one tall and thin and the other short and curvy… and the fact that he seemed to be on some kind of examination couch. He stared at the two quizzically, "Sorry… nice to meet you ladies… but, where exactly am I?"

"We're giving you a brand new image,"

"Oh, hold on," Jack started confused as he eyed the two robots, "I was with the Doctor…" his expression turned rather alarmed, "Why, is there something wrong with what I'm wearing?"

"It's all very twentieth century. Where did you get that denim?"

"A little place in Cardiff… it was called Top Shop,"

"Ah! Design classic,"

"But we're going to have to find you some new colours. Maybe get rid of that Oklahoma Farm Boy thing you've got going on,"

Jack swung up and onto his feet hands on his hips as he stared at the robots rather indignantly as the two moved about him.

"Just stand still and let the Defabricator work it's magic,"

Jack continued to eye them, "What's a Defabricator?"

Instead of replying one of the robots demonstrated by turning the machine on and a beam of light hit Jack and within a brief moment the beam had defabricated all of Jack's clothing.

Jack looked down at himself, his hand still on his hips, "Ok. Defabricator. Does exactly what it says on the tin… am I naked in front of millions of viewers?"

"Absolutely!" the two robots spoke together.

"Ladies…" Jack glanced down at this naked body again a smug smirk curling up his lips, "Your viewing figures just went up,"

 ***O*O*O***

The Doctor stepped into the Diary Room as 'Davina' had instructed and glanced about the room with a slightly furrowed brow and sat down on the comfy chair.

"You are live on channel forty four thousand. Please do not swear," Davina instructed.

The Doctor felt an eye twitch as he raised his brows in exasperation, "You have got to be kidding!"

The Doctor stormed out of the Diary room, muttering under his breath in his annoyance as he glanced about the house he'd woken up in. He approached a door and pulled his sonic out of his jacket pocket and it buzzed as he aimed it at the locked door attempting to get it open and glared at it heatedly as it refused to yield to his will, "I can't open it,"

"It's got a deadlock seal," Lynda said in response, "Ever since Big Brother five hundred and four when they all walked out…" she followed after the Doctor as he moved away from the door as he continued to search for an exit, "You must remember that,"

The Doctor didn't respond to her as he continued to search coming to a stop by an alcove and gestured at a mirror, "What about this?"

"Oh, that's exoglass," Lynda answered, "You'd need a nuclear bomb to get through,"

"Don't tempt me," the Doctor muttered distracted as he scanned the edges of the mirror searching for any weaknesses.

Lynda moved, leaning against the wall beside him so that she could whisper, "I know you're not supposed to talk about the outside world, but you must've been watching. Do people like me? Lynda. Lynda with a 'y', not Linda with an 'I'. She got forcibly evicted because she damaged the camera," the Doctor nodded, not really paying attention to what she was saying, "Am I popular?" Lynda asked hopefully.

"I don't remember," he replied indifferently.

"Oh, but does that mean I'm nothing?" Lynda carried on quickly trying to sound unaffected, "Some people get this far just because they're insignificant. Doesn't anybody notice me?"

The Doctor paused in what he was doing registering what Lynda with a 'y' was saying. He turned to her his expression almost pitying as he regarded her, "No… you're – you're nice…" he floundered a little as he tried to think of something to say, "You're sweet. Everybody thinks you're sweet,"

"Oh," she murmured softly a little touched, "Is that right? Is that what I am?" she smiled to herself, "Oh, no one's ever told me that before. Am I sweet?"

"Yeah. Dead sweet!"

Lynda grinned brightly, "Thank you,"

The Doctor turned his gaze to one of the windows examining it with his eyes, "It's a wall. Isn't there supposed to be a garden out there or something?"

"Don't be daft," Lynda responded with a laugh as she followed him over to it, "No one's got a garden anymore. Who's got a garden?" she gasped, her eyes wide as she stared at him, "Don't tell me you've got a garden,"

"No, I've just got the Tardis…" he spun on his heel suddenly his eyes wide as memories flooded back, "I remember…"

"That's the amnesia! So, what happened? Where did they get you?" Lynda asked curiously.

"We'd just left Raxacoriofallapatorius… then we went to Kyoto. That's right, Japan in 1336, and we only just escaped…" The Doctor frowned pensively as he remembered laughing… they'd been laughing in the Tardis console room, "We were together, we were laughing, and then… there was this light…" a bright light that came shining in through the Tardis walls taking them all by surprise… he remembered Sophie reaching for him and him moving for her staring horrified as she was pulled back into the growing white light… as Jack made to grab for Rose even as the light pulled at her too… pulled at all of them "This white light coming through the walls, and then…"

The Doctor blinked as he came back out of the memory, "And then I woke up here,"

Lynda nodded, "Yeah, that's the transmat beam. That's how they pick the housemates,"

"Oh, Lynda with a 'y'. Sweet little Lynda," the Doctor sighed, pacing forward into the room, "It's worse than that. I'm not just a passing traveller. No stupid little transmat gets inside my ship. That beam was fifteen million times more powerful, which means… this isn't just a game. There's something else going on," he looked up his eyes hardening as it landed on one of the 'Eyes' on the walls, his body tense as his mind raced with concern for his missing companions… his mind lingering a little longer on the curly haired brunette…

"Well, here's the latest update from the Big Brother house. I'm getting out. I'm going to find my friends. And then, I'm going to find you," he declared, pointing a finger up at the camera he was glaring at, his threat clear.

 ***O*O*O***

Sophie tapped her fingers against the podium as she glanced around the studio the countdown for live transmission of the broadcast starting. Her mind ticking as she tried to work through her still vaguely fuzzy memories that were slowly shifting back to her. the thing she remembered most clearly was her sleepover with Rose and telling the blond what little she could about the visions she'd get… and then… then there was a memory about Kyoto 1336 and running lots of running…

She flicked her tongue out over her lips, wetting them, before she glanced over at the man beside her… the name on his podium naming him 'Frank'.

"Is there a way to not play?" she asked him.

Frank glanced over at her with a confused frown, "Sure – but you really don't want to utilize it. It's better to just… do what the bot wants,"

Sophie frowned confused by the serious, but nervous expression on Frank's face, "But I have friends I was with. I need to find them,"

"You really don't know, do you?" Frank asked a bit confused as to how she didn't know. Everybody knew.

"Know what?" Sophie asked.

"Don't leave the podium," Frank said urgently, "Do not leave the podium, and follow the rules! That's very important follow the rules. Don't antagonize the Host-Bot,"

"Why what happens if I,"

Frank cut her off, "Just don't!" he hissed.

"Ten, nine, eight…" the Floor manager counted.

"But…" Sophie attempted to ask again.

"Shh," Frank hissed urgently, "It's about to go live,"

"Three and cue!" the Floor Manager shouted and the Host-Bot jumped into motion again.

"Let's begin the Countdown!"

Sophie eyed the large electronic board as squares lit up, blank for now… but they wouldn't be for long… if what she remembered of the game held true… it'd be letters first… or at least she thought it was. She'd never really paid much attention to game shows…

 ***O*O*O***

"Let's play The Weakest Link," the Anne-Droid declared, "Start the clock. Agorax, the name of which basic food stuff is an anagram of the world 'beard'?"

"Bread," Agorax responded quickly, anxiety practically dripping from him.

"Correct. Fitch in the Pan Traffic Calender, which month comes after Hoob?"

The woman Fitch swallowed, "Is it Clavadoe?" she asked nervously.

"No, Pandoff. Rose, in maths, what is 258 minus 158,"

"100!" Rose answered immediately.

"Correct. Roderick,"

"Bank," Roderick said before the Anne-Droid could ask a question.

"Which letter of the alphabet appears in the word dangle but not in the word gland,"

"E," Roderick replied confidently.

"Correct. Colleen, in social security, what D is the name of the payment given to Martian Drones?"

"Default," the woman Colleen responded.

 ***O*O*O***

"That ends our first letter's round for today's Countdown with Sophie in the lead as she sits on 7 points, followed closely by Frank with 6, Lulu on 3 and Trevor trailing behind on 0. Having froze as he says, failing to come up with even one word," the Host-Bot said, it's robotic voice managing to sound condescending, "Moving on to our first numbers round – Lulu pick the numbers,"

Lulu swallowed, "Um… 2 big ones, 4 little ones – please,"

' _Urgh! Maths…'_ Sophie couldn't help but think as the electronic display board lit up again and the tiles flickered, at high speed before revealing numbers, two big ones and four little ones just as Lulu had specified. Having resigned herself to having to play… the game would end eventually. Then she could get out of here. Get out of here and find the Doctor and hopefully Rose and Jack… and with any luck discover what the hell had happened.

The slot titles at the top of the board started spinning…

"And your target number is 364. Contestants your time starts now," and the annoying, distracting tick-tock music began all over again as Sophie picked up her stylus as her electronic pad lit up again displaying the numbers she had to work with and the target number she had to get to…

' _Just… bugger!'_ she cringed as she tried to work it out, stylus moving over the surface of the touch pad type electronic device… but maths… was maths and it wasn't something she excelled out. Words were simple in comparison… at least when making them out of random letter groupings anyway…

 ***O*O*O***

A woman who was seated at a monitor on Floor 500 watched as Rose laughed, "How should I know?" she questioned the Anne-Droid flippantly.

"No, the correct answer is Lord Drayvole," the Anne-Droid told her.

The woman frowned, "Why's she laughing… oh my God I don't think she knows,"

Another woman who'd shifted over from her own monitor, "Yeah I've got one in the Countdown… doesn't seem to know what's going on either. And I don't think it's just the transmat…" the first woman nodded.

Another person nodded, "And I've got a housemate who appeared out of nowhere. I told you, it's like the game's running itself,"

 ***O*O*O***

Jack stood in front of a mirror, admiring himself as he posed, showing off his muscles as the two female robots watched him as he enjoyed himself.

"It's the buccaneer look. Little dash of pirate and just a tweak of President Schwarzenegger,"

Jack continued to look himself over, "Nah, not sure about the vest. What about a little bit of colour to lift it?" he suggested.

"Absolutely not. Never wear black with colour. It makes the colour look cheap and the black look boring. Now let's talk jackets,"

"I kind of like the first one…" Jack suggested.

"No, that's a bit too much Hell's Angel. I think I like the shorter one," Jack shrugged into the aforementioned jacket, "Look, waist length, nice and slimming, shows off the bum," the female robot patted him on the bum.

Jack turned to the two robots, with a smirk playing around his lips, "Works for me,"

"Once we've got an outfit, we can look at the face. Ever thought about cosmetic surgery?"

"Well, I've considered it, yeah. A little lift around the eyes… tighten up the jaw line… what do you think?" he asked placing his hands on one of the robot's breasts flirtatiously.

"Oh, let's have a bit more ambition…" the robot pulled a cap off one of its forearms revealing the chainsaw underneath, "Let's do something cutting edge,"

 ***O*O*O***

"What about you Sophie? Did you manage to reach the target?" the Host-Bot asked.

"Not even close," Sophie responded and reached up to shift some hair out of her face, one of the strands persistently tickling her nose.

"Too bad," the Host-Bot said with what was close to almost sounding like mock sympathy, the bot shifted its face, "Leaving Frank as the high scorer of this round," the bot shifted again, "And Trever – Trever got nothing again this round too. The only one to get no points in either round,"

Trever began to tremble, "Oh please – no. It was the transmat. I couldn't think properly," he pleaded.

"And with a score of zero makes you this rounds, Countdown loser," A barrel shot out of the Host-Bots arm.

Sophie tensed as the barrel that was now the bots hand raised, aiming itself at Trever and in the next moment, before she could even take a breath it felt like, an energy beam streaked from the barrel and hit the still protesting Trever in the chest.

"Oh my…" Sophie trailed her expression frozen in a mix of horror and disbelief, a large lump in her throat as she stared at the spot Trever had been standing… nothing left of him now, having disintegrated right before her very eyes.

"And that concludes round one of the Countdown!" the Host-Bot declared, barrel disappearing back inside it's hand.

"And cut to commercial. We come back in three minutes!" the Floor Manager called.

Beside Sophie, Frank looked at her, eyes a bit pitying, "You really didn't know?"

"But this is a game…" she said weakly, "It doesn't end in death,"

Frank blinked at her, "Where have you been? You lose, you die. That goes for every game," he informed her.

 ***O*O*O***

Finch sobbed hysterically, fear making her tremble behind her podium, "Let me try again," she pleaded, "It was the lights and everything. I couldn't think,"

"In fact," the Anne-Droid continued unfazed by the terrified woman's tears, "With three answers wrong, Broff was the weakest link in that round, but it's the votes that count,"

"I'm sorry. Please. Oh God, help me!" Finch cried.

"Fitch, you are the weakest link. Goodbye!"

Rose watched wide eyed as a barrel came out of the Anne-Droids mouth and barely a moment later a beam came from the barrel and Finch disintegrated before her very eyes.

"And we've gone to adverts. Back in three minutes," the Floor Manager called.

"What's that?" What just happened?" Rose demanded to know.

"She was the weakest link, she gets disintegrated. Blasted into atoms," Roderick replied.

Rose stared at him aghast, "But I voted for her. Oh, my. This is sick. All of you, you're just sick! I'm not playing this,"

"I'm not playing!" Broff suddenly shouted, "I can't do it. I'm not. Please, somebody let me out of here," he cried as he fled from his podium, racing for the door.

"You are the weakest link," the Anne-Droid declared turning to face the fleeing man and fired a beam disintegrating him as easily as it had Finch, "Goodbye,"

"Don't try to escape," Roderick told the blond seriously, "It's play or die,"

 ***O*O*O***

Sophie swallowed thickly, the silence between the contestants heavy as the commercial break carried on. Her mind racing as the seconds continued to tick by bringing them closer and closer to the second round. She couldn't feel the Doctor's consciousness anywhere and she was searching… searching and failing just like she had in Van Statten's creepy museum of death…

She needed to get out of here… find her friends… but leaving the podium would result in vaporization according to Frank…

She swallowed again, finding her voice around the lump in her throat, "Uh… is there any chance for a bathroom break?" she asked speaking to the room in general.

"Once you are on the podium. There is no leaving until the game is over," the Host-Bot responded.

"Right," Sophie muttered and glanced over at the two other remaining contestants, "People actually sign up for this?" she asked lowly, her voice a bit strained.

Frank stared at her, "Who said anything about signing? You get picked and you play,"

Sophie frowned, "What?"

"There is no choice," Frank said, his voice getting a hint of 'duh' to it, "How do you not know?"

Sophie shook her head turning away from him, her mind racing all over again. What in the buggerin' hell was going on… how was this normal… accepted… it didn't make sense… game shows weren't death matches.

"If you win you survive," Frank spoke again voice softening again with compassion, figuring that the transmat beam had really scrambled her brain good. Some people were more sensitive to it, "And the credit prize is good… really good,"

Sophie glanced over at him again, her expression dubious and eyes troubled, but she made no reply as she continued to think. A horrible feeling making her stomach feel like a deep empty pit…

 ***O*O*O***

The Doctor relaxed resignedly against the couch, impatience burning inside of him as he waited for the eviction of Crosbie to be over. He frowned at the screen that was displaying the moment… he had things to do. Escaping for example, "What are they waiting for? Why don't they just let her go?" he asked.

"Stop it," Lynda scolded tearfully as she turned back to the tv, "It's not funny," the Doctor stared at her for a moment not understanding what the big deal was… it was just a 'reality' tv show.

"Eviction in five, four, three, two, one," Davina counted down and a beam of energy streaked down from the ceiling hitting Crosbie and the Doctor watched as after a moment the woman vanished in a puff of smoke… essentially disintegrating from what he could see.

He sat up and leaned forward body immediately tense as his hearts picked up speed, his mind racing once again as he rapidly processed what it was that he had just seen, "What was that?" he asked hoping that he was wrong… he really wanted to be wrong!

"Disintegrator beam," Strood responded and the Doctor stared at them.

"She's been evicted…" Lynda murmured still tearful, "From life,"

Lynda and Strood watched from where they were still sitting on the couch as the Doctor paced about the room.

"Are you insane?" the Doctor exclaimed incredulously, "You just step right into the disintegrator? Is it that important, getting your face on the telly? Is it worth dying for?" he laid into them exasperated with the human race even as his mind raced with concern for his companions. They'd all been caught in the same transmat beam as him… who knew where they'd ended up… and if one of them was facing down a disintegrator beam right now, whilst he was stuck in a frustratingly deadlocked house!

Lynda jumped to her feet, "You're talking like we've got a choice!"

"But I thought you had to apply?!" the Doctor questioned still pacing back and forth.

Strood rolled his eyes, "Don't be so stupid. That's how they played it centuries back,"

"You get chosen whether you like it or not! Everyone on Earth is a potential contestant," Lynda explained with frustration, "The transmat beam picks you out at random. And it's non-stop. There are sixty Big Brother houses running all at once,"

The Doctor paused in his pacing, "How many? Sixty?"

"They've had to cut back," Strood said dejectedly, "It's not what it was,"

"It's a charnel house! What about the winners? What do they get?"

Lynda stared at the Doctor like it was supposed to be obvious, "They get to live,"

The Doctor stared right back, "Is that it?"

"Well, isn't that enough?" Lynda rebutted.

The Doctor stared at her for a few more seconds, before he turned away and strode across the room, "Annie's out there…" he swallowed hands clenching at his sides, "And Rose… they both got caught in the transmat. They're contestants. Time I got out," he turned back to face them, "That other contestant, er, Linda with an 'I'. She was forcibly evicted for what?"

"Damage to property," Lynda answered.

"What, like this?" the Doctor asked rhetorically as he turned and aimed his sonic at the camera that had zoomed in to focus on him. His sonic buzzed and the camera practically exploded into oblivion.

 ***O*O*O***

Jack stood in tennis whites, a tennis racket in hand as he swung it towards the mirror, before he shook his head, "No, I'm just not getting this. It's just too safe. Too decent. And you'd never keep it clean,"

"Stage two ready and waiting,"

Jack moved back towards the Defabricator, "Bring it on, girls," he stated as he came to stand in front of the machine and his clothes were once again disintegrated right off his body.

"And now it's time for the face-off!"

"What does that mean?" Jack asked enthusiastically, "Do I get to compete with someone else?"

"No. Like I said, face-off!"

Jack stared at the chainsaw and long needles coming out of the tips of the robots fingers… vaguely surprised, but not really scared by the sight, even as the robot started up her chainsaw.

"I think you'd look good with a dog's head," the other robot said, a large pair of scissors she was now wielding starting up clicking menacingly.

"Or maybe no head at all. That would be so outrageous,"

"And we could stitch your legs to the middle of your chest,"

"Nothing is too extreme… It's to die for,"

Jack raised a nonperturbed eyebrow at the two robots, "Now, hold on, ladies," he started warningly, "I don't want to have to shoot either one of you,"

"But you're unarmed!"

"You're naked!"

Jack reached behind him and whipped out a small hand weapon aiming it at the two feminized robots.

"But. That's a Compact Laser Deluxe!"

"Where were you hiding that?"

"You really don't want to know," Jack replied.

"Give me that accessory!"

Jack shot off the closest advancing robot's head, closely followed by the other…

 ***O*O*O***

"You are the weakest link. Goodbye!" the Anne-Droid fired it's disintegrator beam at Colleen and Rose's stood shoulders slumped dejectedly as the woman disappeared just as Fitch had.

"Going to the break!" the Floor manager called again, "Two minutes on the clock. Just a reminder we've got solar flare activity coming up in ten. Thanks everyone,"

Rose turned to Roderick, "Colleen was clever she banked all our money. Why'd you vote for her?"

Roderick gave her a look, "Because I want to keep you in. You're stupid! You don't even know the Princess Vossaheen's surname. When it comes to the final, I want to be up against you, so that you get disintegrated and I get a stack load of credits courtesy of the Bad Wolf Corporation…"

Rose straightened up slightly, "What do you mean? Who's Bad Wolf?"

Roderick turned to her again, "They're in charge. They run the Game Station,"

Rose frowned, "Why are they called Bad Wolf?"

"I don't know. It's just a name. It's like an Old Earth nursery rhyme sort of thing what does it matter?"

"I keep hearing those words everywhere we go. Bad Wolf," she muttered… remembering every time she'd heard it… every time it had come up… the way Sophie had reacted to the words written on the poster 'Bad Wolf' in Welsh… something that took on a whole new meaning in her mind now that the brunette had told her about the vague vision she had… visions she couldn't say a thing about… Doctor's orders…

"What're you going on about?" Rodrick asked with irritation.

"If the Bad Wolf is in charge of this quiz, then maybe I'm not here by mistake. Someone's been planning this…" Rose muttered, the bad feeling she had growing… as her mind raced…

 ***O*O*O***

The Doctor stood with Lynda on the observation deck of what used to be Satellite Five, in front of a computer, fiddling with it a frown on his face as he attempted to gain access to the terminal, feeling like he wasn't moving fast enough… he'd had a hand in creating this world… this hell as Lynda had called it and now… Sophie and Rose were stuck in one of the hundreds upon hundreds of games that were being run and he still hadn't managed to find them… either of them.

"Hey, handsome," Jack said as he came up behind him, having tracked him with the small device on his wrist, "Good to see you. Any sign of Rose or Soph or better yet both of them?"

The Doctor shot him a brief look loaded with tense emotion as he bit back the snappy, biting retort that was on his lips, "Can't you track them down?" he asked instead.

Jack shook his head, "They must still be inside the games. All the rooms are shielded,"

The Doctor continued to fiddle with the computer, brow furrowed in concentration, his hearts beating in an uncomfortably fast rhythm in his chest, "If I can just get inside this computer… They've got to be here somewhere," he muttered tensely.

"Well, you'd better hurry up. These games don't have a happy ending," Jack told him seriously as he fiddled with his wrist device again.

The Doctor shot him a glare, "Do you think I don't know that?" he snapped.

Jack released the snap securing his wrist device to his wrist and held it out to the Doctor, "There you go, patch that in. It's programmed to find them,"

The Doctor snatched it, "Thanks," he said, before he turned fully back to the computer.

Jack glanced over at Lynda who was watching them curiously. He extended a hand with a smile, "Hey there,"

"Hello," Lynda replied.

"Captain Jack Harkness,"

"Lynda Moss,"

"Nice to meet you, Lynda Moss," Jack said with a flirtatious grin unable to help himself.

The Doctor felt his eye beginning to twitch once again as he continued to struggle with the uncooperative computer as he tried to patch the wrist device into it, "Do you mind flirting outside?" he grumped at Jack, not appreciating the distraction at all.

"I was just saying hello!" Jack protested indignantly.

The Doctor rolled his eyes not stopping his work, "For you that's flirting,"

Lynda shrugged a little, her lips curving up in a smile, "I'm not complaining,"

Jack smiled at her and raised her hand up to his lips to press a kiss to the back of it, "Muchas gracias,"

"Oh," Lynda giggled a bit.

The Doctor let out a frustrated sound as the computer let out a protesting beeping, not liking what he was trying to do, "It's not compatible. This stupid system doesn't make sense!" he growled, chucking the wrist device to Lynda as he kicked the console. His hearts beating faster at all the time he was wasting fighting with the computer when Sophie and Rose were in danger.

He gripped the front plate and with Jack's help wrenched it away from the computer, before he snatched the wrist device from Lynda again.

He went back to trying to patch the device into the computer again, "This place should be a basic broadcaster, but the systems are twice as complicated. It's more than just television… this station's transmitting something else,"

"Like what?" Jack asked.

The Doctor worked frantically, "I don't know. This whole Bad Wolf thing's tied up with me. Someone manipulated my entire life. It's some sort of trap and Annie and Rose are stuck inside it,"

 ***O*O*O***

Sophie couldn't help, but flinch as the beam shot out of the Host-Bots arm and the quietly crying Lulu disintegrated into atoms, leaving only herself and Frank as the last two remaining contestants in the game.

The Host-Bot whirred as it moved, it's barrel retracting again, "And now for round three of the Countdown. Sophie pick the tiles,"

Sophie swallowed, mouth dry, "Uh, Constant, vowel…" the tiles on the letters board began spinning as she relayed an order of letters as other contestants had done before her.

 ***O*O*O***

"Rose, in geography, the Grand Central Ravine is named after which ancient British city?" the Anne-Droid asked.

"Is it York?" the blond answered uncertainly, heart racing.

"No, the correct answer is Sheffield,"

 ***O*O*O***

"Found her!" the Doctor exclaimed as the wrist device bleeped.

"Which one?" Jack asked urgently.

"Sophie. She's on Floor 410," the Doctor replied.

Lynda paled, "Oh… that's not good," drawing brief glances from both men, "She's with the Host-Bot," she said in explanation.

"I'll have Rose in a moment…" the Doctor muttered hearts beating faster again Lynda's comment not helping him… not at all. He wanted to get moving, but he needed to find Rose… had to find the blond! He'd never forgive himself if either of them got vaporized…

"Doctor," Jack urged, his impatience growing.

"I've got her. Floor 407!" the Doctor declared as the wrist device bleeped again.

Lynda paled further, "Oh my God!" earning another round of looks from both men, making her shift as the tension on the observation deck heightened further, "She's with the Anne-Droid. You've got to get them both out of there,"

Jack nodded, "Right. I'll get Rose. You go get your girl Doc," the Doctor gave him a look that spoke volumes as he straightened even as he fiddled with his sonic and the wrist device. Jack snorted, shooting the Doctor a cocky half smile, "Oh please. The only one who doesn't know is Sophie,"

The Doctor remained silent though his eyes narrowed as he tossed the wrist device at Jack, tightening his hold around his sonic screwdriver as he started quickly for the door.

"I'll take that silence as the affirmation it is," Jack said to the other man's back.

"Just move!" the Doctor ordered without looking back. It was unnecessary though as Jack was a mere step or two behind him.

 ***O*O*O***

Sophie felt her heart beating against her ribcage harshly as the round came to a close. Eyeing the Host-Bot with trepidation as it shifted about once again, though this time the barrel hidden in its hand didn't make its usually appearance as it did at the end of every round.

"Frank and Sophie you have tied. So, for the first time in three weeks the Countdown is going into sudden death. Prepare yourselves contestants for the Countdown of your lifetime,"

Sophie jumped surprised as the podium shifted beneath her becoming a chair and a metal hat like helmet dropped down on her head, and her wrists were manacled to the chair she was now sitting on. A private board rising up in front of her the tiles already spinning.

"Welcome to the sudden death round. The rules remain the same except now you have separate grouping of letters that are drawn for you at random 3 vowels, 4 consonants. Find a word within 15 seconds and the letters will reshuffle and your time will start again. Whoever deciphers the most words before their time runs out wins the match and the game… Let the final Countdown begin,"

And the tiles in front of her spun revealing each letter one at a time…

"Your time starts now,"

' _Oh bugger!'_ Sophie couldn't help but think as her brain stuttered along frantically as she tried to remain calm… and panicking wouldn't help… panicking would be bad… very, very bad… but gosh what could she make of those letters… the infernal music ticked on her time slowly eating away…

"Greyhound!" she called out and barely a second later she was aware vaguely of Frank calling out a word, but she was more focused on the bright ping that sounded as her time reset and the tiles spun again… and a point, on a new score board on the wall across them, was added for each of them… marking down their successful word.

 ***O*O*O***

"Come on! Come on!" the Doctor said impatiently as he, Jack and Lynda stood in a lift. Watching the numbers inch upwards as they moved.

 ***O*O*O***

"Roderick, in history, who was the President of the Red Velvets?" the Anne-Droid asked.

"Hoshbin Frane," he responded.

"That is the correct answer. Rose, in food, the dish Gaffabeque originated on which planet?"

"Er," Rose hesitated completely stumped, and highly aware that she needed to get it right, "Is it Mars?"

"No, the correct answer is Lucifier. Roderick, which measurement of length is said to have been defined by the Emperor Jate as the distance from his nose to his fingertip?"

"Would that be a goffle?" Roderick guessed hopefully.

"No, the correct answer is a paab,"

 ***O*O*O***

The lift pinged open on Floor 407 and Jack hustled out of the lift leaving the Doctor and Lynda inside of it. The Doctor jabbed his sonic in the direction of the control panel of the lift and the doors snapped shut again and the lift continued to rise.

"Come on! Come on!" the Doctor urged 3 more floors and he'd be on Sophie's floor! Were lifts always this slow! He couldn't remember…

 ***O*O*O***

Sophie stared at the jumbled arrangement of nine letters… her mind racing as she struggled to find even one word that wasn't one that her brain was making up… if it wasn't a real word then she'd lose… she'd be… she swallowed, flinching away from the knowledge of what would happen to her… what would happen to Frank if she won…

But all she could do was keep playing… she just had to… the music was distracting and made it harder to think… Bugger it all, but she hated that music!

"Geronimo!" she shouted as a word finally came to her and the bright ping sounded and the tiles spun again.

Frank glanced over at Sophie briefly fear building inside of him as he struggled with how own grouping of letters… his mind frantic and disordered, struggling to think as his own clock music reached the point of its warning musical tones, "Sanctuary," he finally cried a second away from running out of time and their points score evened out again…

 ***O*O*O***

The Doctor stepped out of the lift and into the corridor, Lynda behind him, struggling to keep up even as he raced through the corridor following signs, and what his sonic was telling him, having switched the settings on it to track Sophie much like Jack's wrist device. The scans he'd taken of her previously helping immensely in making the process rather quick…

His eyes clamped on the door he needed and he picked up more speed leaving Lynda to trail behind him, not quite able to keep up with his pace.

 ***O*O*O***

The next set of letters Sophie was given gave her no issues, the letters easily forming a word that she'd heard often since she'd run into the Doctor, "Fantastic!" the ping sounded again and the tiles spun, clock reset… nine more letters another word needed… she stared at it… frantic this one more difficult… in his own chair Frank shouted his own word and his clock reset… distracting her… always with the distractions… if she never heard countdown music again it'd be too soon!

"… Allonsy!" she cried, it was the only word she could come up with amongst the tiles… she only hoped that the rules would allow it… it wasn't English after all… and if memory served her in the original game only certain spellings or something of the like was allowed… but her clock pinged and reset and the tiles spun all over again.

 ***O*O*O***

" _Come on! Come on!_ " the Doctor growled to himself as he worked at the door that his sonic told him Sophie was trapped behind, playing a deadly game of Countdown from what Lynda had mentioned during part of the elevator ride from hell.

He was so close, so close to getting to his Annie-Girl… and the door was giving him trouble! He couldn't even tell her that he was right outside! The bloody studio had blocked out the use of telepathy… so even as he reached for her… he was coming up empty… but she was there, the sonic letting him know that she was still there, still alive for now… but who knew how close she was to being vaporized into atoms… and he was here arguing with a stubborn door… that was attempting to get funny with him!

He shouldered the door to see if he'd loosened the lock enough for it to give way, only to merely succeed in giving himself a sore shoulder. He went back to buzzing his sonic rapidly at the lock… hearts pounding fearfully in his chest.

"Come on!" he pleaded with fear born frustration once again… he couldn't lose her again… he just couldn't! He wouldn't let it happen…

 ***O*O*O***

"Brilliant," Sophie shouted and the hated happy ping sounded again and the tiles spun more letters new word needed. She was flagging… and she felt like a sweaty mess and her eyes felt gritty. In fact she didn't think that there wasn't a part of her that didn't feel uncomfortable… everything working to distract her… "Eh," she muttered as she stared at the letters that were beginning to swim a little she'd seen so many different combinations… all she had to do was find the word… they all made words… the shuffle seemed designed to make sure that the letters all made up words… at least two maybe… she didn't know and she had to focus – focus on the letters… the word…

"Toggles," and a breath escaped her as the shuffle began and that bleeding ping sounded again. Nine more letters… another word to find… clock counting down. _'Can't they stop the music!'_

The door was thrown open and Sophie glanced over to the door, her eyes alighting on the man that hurried through it, barely registering the woman that stepped in behind him, "Stop this game!" he demanded.

"Doctor!" Sophie cried in relief.

"Wrong. Combination of letters does not form the word Doctor," the Host-Bot declared and the ticking clocks stopped.

Sophie froze and looked back to the Host-Bot with wide eyes, "No! That wasn't my guess!" she shouted at the bot.

"Stop the game!" the Doctor demanded again as he continued to hurry forward.

"The Bot's armed!" Sophie cried out as the Doctor moved closer and she heard a faint buzzing sound and the fine hairs on her arms and on the back of her neck stood on end…

"Frank wins the Final Countdown. Sophie you've played and lost – goodbye," the Host-Bot continued unconcerned with the Doctor as it carried out its programming.

"No!" the Doctor shouted desperately lifting the sonic to buzz it at the chair, only for his arms to be grabbed by security, "Get off!" he shouted in desperation as the helmet like hat on Sophie's head lit up and in the next moment Sophie was enveloped in the white light of the disintegrator beam and then was gone… just an empty chair.

He threw the security guard off and ran towards the chair Sophie had been strapped into unable to escape from it… his eyes landing on the small pile of ashy residue… he swallowed thickly the voices of those around him fading into the background as he stared at the small pile. He reached into the seat of the chair, pinching a small amount of it between his fingers as he stared at it hollowly… he'd failed… he'd lost her…

Hands grabbed him, tearing him away from the chair, not really hearing a single word that was being said as he just continued to stare at the ash that was all that was left of Sophie… he'd never see her again…

 ***O*O*O***

The Doctor sat in stony silence, his expression slowly, minutely darkening as his numb horrified shock, gave way to a simmering rage that was so hot, it burned cold. Sophie had been killed right in front of him. He'd been mere feet away from her and she'd still been vaporized and not only had those in charge of this space station killed Sophie they'd killed Rose…

Beside the Doctor sitting in just as stony a silence, Jack stared rather blankly at the opposite wall, his own emotions feeling rather raw after having had to tell the Doctor of his failure and then had to listen to the Doctor relay with a voice that was hollow with despondent desperation what had happened to Sophie…

Sitting on her own spot on the bench Lynda shifted uncomfortably the atmosphere tense and uncomfortable as the two men she was locked away with brooded as they waited… she had to squish down the urge to bite at her nails anxiously as the seconds slowly ticked by and the silence got heavier and heavier and she gave into the urge to shift in her spot uncomfortably again.

Then there was footsteps approaching their cell and the two men barely twitched in response just continued to stare… and she could swear the tension rose another few notches.

A pair of guards came to a stop outside their cell, "You will be taken from this place to the Lunar Penal Colony, there to be held without trial. You may not appeal against this sentence," one of them spoke only to get no response from either male, not even a flicker even as the woman shifted uncomfortably, "Is that understood?" he asked coldly, again nothing but silence.

The second guard stepped closer and unlocked the cell door opening it to step inside.

"Let's do it," the Doctor broke his silence and then the two men were up. Jack leading the fight out of the cell door and within moments the two of them had knocked the guards out cold. The Doctor snatched back his sonic, whilst Jack reclaimed the weapon he'd put together out of the Defabrictor parts. Lynda picked up the guards weapons and the three walked away from the cell heading back towards the lift they'd been brought down to the cell in.

 ***O*O*O***

On Floor 500, Pavale paled as he caught sight of the three prisoners as they made their way towards the lift leaving the unconscious guards in their wake, "Oh, my God. Now we're in trouble," he hit a button making an alarm blare, "Clear the floor," he ordered, "He's on his way up here with a gun!" he shouted and immediately all the staff of Floor 500 got up.

 ***O*O*O***

In the lift, the Doctor now holding the weaponized Defabricator gun, his expression darkening further as he flicked off the safety…

 ***O*O*O***

"This is an emergency!" a woman shouted at the young pale woman that had wires attached to her, connecting her to the system. A woman that was only known as the Controller, "You've got to close the lift!"

"All staff are reminded that solar flares commence in delta point two," was the Controllers calm response.

"Never mind the solar flares," Pavale exclaimed, "He's going to kill you!"

Behind them the lift dinged and the doors opened and the frightened employees all turned to face the lift to see the Doctor, Jack and Lynda stalk out of the open doors… each one armed to the teeth.

"Ok, move away from the desk!" Jack ordered, "Nobody try anything clever. Everybody clear," the staff scattered, scrambling to do as they'd been told whilst the Doctor stalked towards the Controller eyes cold with his fury zeroed in on her, "Stand to the side and stay there," Jack commanded the Floor 500 personnel.

"Who's in charge of this place?" the Doctor demanded to know brandishing his gun in in the Controller's direction.

"Nineteen…. Eighteen…" the Controller counted ignoring the Doctor.

"This Satellite's more than a Game Station!" he shouted.

"Seventy-nine…"

The Doctor glared, "Who killed Sophie Connolly and Rose Tyler?!"

"All staff are reminded that solar flares…"

"I want an answer!"

"Occur in delta point one," the Controller finished her reminder.

"She can't reply," Pavale informed him only to flinch hands rising up as the Doctor swung around to face him gun now aimed at him, "Don't shoot!"

The Doctor rolled his eyes exasperated, "Oh, don't be so thick," he grumbled, "Like I was ever going to shoot," he tossed the gun at Pavale and the man fumbled to catch it shocked to have the gun in his hands.

The Doctor turned briefly to Jack, "Captain, we've got more guards on the way up. Secure the exits,"

"Yes, sir," Jack said, before he turned and ran to do so.

The Doctor turned his attention back to Pavale, "You. What were you saying?"

"But… I've got your gun," Pavale muttered still rather shocked that the Doctor had unarmed himself…

"Ok, so shoot me. Why can't she answer?" the Doctor asked again.

"She's… er," Pavale struggled distracted by the gun in his hands, "Can I put this down?" he asked hopefully rather uncomfortable with the weapon.

"If you want," the Doctor agreed impatiently, "Just hurry up," he added his tone sharpening again.

"Thanks," Pavale said gratefully and set the gun down, "Sorry. The Controller is linked to the transmissions. The entire output goes through her brain. You're not a member of staff so she doesn't recognise your existence," he explained.

The Doctor looked up at the Controller, "What's her name?" he asked.

"I don't know," Pavale responded, "She was installed when she was five years old. That's the only life she's ever known,"

"Doors sealed," Jack called over, "We should be safe for about ten minutes,"

"Keep an eye on them," the Doctor ordered with a nod.

"But that stuff you were saying about something going on with the Game Station," Pavale said drawing the Doctor attention back to him, "I think you're right," Jack's wrist device beeped, he checked it and began looking around, "I've kept a log. Unauthorized transmats, encrypted signals. It's been going on for years,"

"Show me,"

Jack moved towards a door, placing a hand on it only for a sudden female voice to make him jump in surprise at the unexpectedness of it.

"You're not allowed in there. Archive Six is out of bounds," the female programmer told him.

Jack turned to her, "Do I look like an out of bounds sort of guy?" he asked rhetorically, holding up his guns, a 'do I care' look on his face, before he turned back to the door opening it and stepping inside. He smiled as his eyes landed on the Tardis as it sat there safe and unharmed.

He walked over to it, pulling out the key the Doctor had given him, fitting it into the lock, before he stepped inside. The ships hum greeting him. He swept his gaze around eyes catching on one of Rose's jackets that had been flung over the rail, making him pause his expression saddening as he reached out to touch it briefly…

 ***O*O*O***

"Solar flare activity in delta point zero fifteen," the Controller announced.

"If you're not holding us hostage, then open the door and let us out," a female programmer demanded impatiently, "The staff are terrified,"

The Doctor shot her a cold look, "That's the same staff who execute hundreds of contestants every day,"

"That's not our fault," she protested, "We're just doing our jobs,"

The Doctor's gaze turned icy, "And with that sentence you just lost the right to even talk to me. Now back off!" he said with disgust.

Lynda couldn't help her small flinch at the tone of his voice, whilst the female programmer stared at him in shock.

A screen flickered to static and the lights dimmed and flickered. "That's just the solar flares," Pavale said, "They interfere with the broadcast signal, so this place automatically powers down. Planet Earth gets a few repeats. It's all quite normal," he assured.

"Doctor," the Controller said quietly.

"Doctor?" the female programmer spoke again when the Doctor made no reaction to the Controllers call, having not heard her.

"Whatever it is, you can wait," the Doctor responded coolly.

"I think she wants you," the female programmer continued ignoring his cold flinty tone.

The Doctor spun his eyes landing on the Controller who was at the other end of the room.

"Doctor?" she called again. The Doctor hurried over to her, coming to a stop in front of her, "Doctor? Where's the Doctor?" she continued to ask, her milky eyes staring straight ahead of her unseeingly.

"I'm here," the Doctor told her.

"Can't see. I'm blind. So, blind. All my life, blind. All I can see is numbers, but I saw you,"

"What do you want?"

"Solar flares hiding me. They can't hear me. My masters, they always listen but they can't hear me now the sun, the sun is so bright,"

The Doctor stared up at her, "Who are your masters?" he asked urgently, his hands clenching into fists at his sides. Her masters had killed his friends… killed Sophie… his Annie-Girl.

"They wired my head. The name's forbidden. They control my thoughts. My masters… my masters, I had to be careful. They monitor transmissions but they don't watch the programs. I could hide you inside the games. Knew that you would find me,"

"My friends died in your games," the Doctor informed her coldly, his hearts clenching in agony all over again at voicing those words aloud.

"Doesn't matter," the Controller dismissed.

The Doctor narrowed his eyes, a tick going in his jaw, his eyes icy cold in his fury, "Don't you dare tell me that,"

"They've been hiding," the Controller continued unconcerned with the Doctor's pain, needing to tell him what she could, "My masters hiding in the dark space, watching and shaping the Earth… so, so, so many years… they've always been there. Guiding humanity, hundreds and hundreds of years…"

"Who are they?" the Doctor asked.

"They wait and plan and grow in numbers. They're strong now. So, strong, my masters…"

"Who are they?" he persisted his tone rising in urgency.

The Controller suddenly looked down at the Doctor, "But they speak of you, my masters, they fear the Doctor,"

The Doctor started forward, "Tell me, who are they?!"

The Controller gasped and the power flickered back on and she began to count once again, "Twenty-one… twenty-two…"

The Doctor spun to Pavale, "When's the next solar flare?"

"Two years time,"

"Fat lot of good that is," the Doctor grumbled, before he stalked away from the Controller.

Jack hurried back out of Archive Six, "Found the Tardis!"

"We're not leaving now!" the Doctor told him.

"No, but the Tardis worked it out," Jack exclaimed, excitement bubbling beneath the surface as he shoved Pavale out of his chair, "You'll wanna watch this," he said and the Doctor turned so that he could, "Lynda, could you stand over there for me please?"

"I… I just wanna go home…" Lynda murmured.

"It'll only take a second," Jack assured, "Could you stand in that spot," he gestured towards it again, "Quick as you can. Everybody watching?" he asked as Lynda with some reluctance walked over to stand where he'd asked her to, "Ok. Three, two, one," Jack pressed a button and the disintegrator beam shot down enveloping Lynda, making her vanish in a puff of smoke.

The Doctor turned his head to stare at Jack uncomprehending 'why' and shocked at what the man had done, "But you killed her!"

"Oh, do you think?" Jack asked cockily and pressed the button again and the beam shot down again and Lynda stood before them once again looking a little dazed, but no worse for wear.

"What the hell was that?" Lynda demanded.

"It's a transmat beam. Not a disintegrator, a secondary transmat system,"

The Doctor's eyes slowly widened and the quick beats of his racing hearts lightened in joy as realization began to take hold. His expression lightening as a hopeful joy lit up his eyes.

Jack jumped from his seat and began walking towards the Doctor, his own expression openly joyful now, "People don't get killed in the games, they get transported across space! Doctor, Sophie and Rose! They're still alive!" Jack exclaimed. The Doctor laughed in profound ecstatic relief as the two threw their arms around each other in a joyful, ecstatically happy hug, beaming grins on their faces. They were alive!

 ***O*O*O***

Sophie blinked awake to a rhythmic hum of a space ship, that sounded somewhat ominous to her ears, filling the silence. Movement caught her attention and her eyes widened as she took in the all too familiar form. Her heart beating a bit faster in her chest as she stared up at it, "No…" she breathed, her gaze shot around the spaceship she'd ended up in and her heartbeat faster again as she realized that it wasn't alone… "Oh… bugger it all," she cursed lowly, her throat tightening.

Then her gaze landed on a familiar blond who was huddled against a wall not too far away, "Rose!"

The blond flicked her frightened gaze over to the brunette and she let out a breath of relief that the other woman had finally woken up, "Soph!"

"You will be silent! Silent!" the Dalek that had approached Sophie the moment she woke ordered making Sophie flinch slightly as it's deadly stalks quivered, "You will move! Move!"

Sophie got up and picked her way across the room where the Dalek was herding her, grateful that she was moving towards the blond, even as every instinct in her was screaming danger as all the Dalek's in the room seemed to be watching her progress their eyestalks shifting as they did so.

A moment later she was huddled against the wall beside Rose, their hands interlacing as they stared at the Daleks… unable to help but wonder how…

 ***O*O*O***

The Doctor dashed from console to console about the room. His movements a bit frantic, "They're out there somewhere!"

"Doctor!" the Controller forced herself to speak, pain coursing through her at even the idea of betraying her masters but she continued on, determined, "Coordinates five point six point one,"

"Don't," the Doctor began even as he frantically typed the coordinates she was giving him, "The Solar flares gone. They'll hear you,"

The Controller cried out in pain, but carried on, "Point four three four… no my masters, no! I defy you! Stigma seven seven…" she screamed.

The Doctor looked up from the console he'd been typing on to see that the wires she'd been connected to fell limp… nothing left in her spot, but the ash like substance that the transmat beam left behind. The Doctor swallowed, "They took her,"

"Look, use that," Pavale said to Jack moments later, "It might contain the final numbers. I kept a log of all the unscheduled transmissions,"

"Nice," Jack said as he accepted the disk he was being handed, "Thanks. Captain Jack Harkness, by the way," he introduced as he extended a hand, eyeing the other man in an entirely un-platonic way.

"I'm Davitch Pavale," he responded taking Jack's hand.

"Nice to meet you, Davitch Pavale…" Jack flirted.

The Doctor rolled his eyes, "There's a time and a place," he grumbled at Jack.

"Are you saying this entire set up been a disguise all along?" the female programmer asked, not sure she quite wanted to believe that.

The Doctor nodded, "Going way back. Installing the Jagrafess a hundred years ago. Someone's been playing a long game, controlling the human race from behind the scenes for generations,"

Jack held out a small device to the Doctor, "Click on this,"

The Doctor accepted it and pointed it upwards before he clicked it, eyeing the image of the expanse of empty space that appeared above their heads.

"The transmat delivers to that point, right on the edge of the solar system," Jack told them.

The female programmer frowned in confusion, "There's nothing there,"

"It looks like nothing because that's what this satellite does," the Doctor remarked, "Underneath the transmission there's another signal,"

"Doing what?" Pavale asked.

"Hiding whatever's out there. Hiding it from sonar, radar, scanner… There's something sitting right on top of planet Earth… but it's completely invisible," the Doctor muttered as he thought.

Lynda chewed her lower lip anxiously.

The Doctor began pressing a few buttons on the console, "If I cancel the signal…" with the push of the last button the blank space disappeared and in its place a large fleet of round saucer type ships appeared on the holographic screen.

The Doctor and Jack stared at them in growing horror, recognising them immediately.

"That's impossible," Jack breathed with horror, "I know those ships. They were destroyed,"

"Obviously, they survived," the Doctor replied his voice hushed as fear and hate collided inside of him, making his hearts race all over again. Sophie and Rose where somewhere in the middle of that!

Lynda stared in confusion, "Who did? Who are they?" she asked.

"Two hundred ships," the Doctor muttered fearfully, doing the calculations in his head as he continued to stare out at the fleet, "More than two thousand on board each one. That's just about half a million of them,"

"Half a million what?" Pavale asked.

The Doctor swallowed heavily, "Daleks,"

 ***O*O*O***

Sophie and Rose watched tensely from where they were huddled together against the wall as another Dalek came into the room, "Alert! Alert! We are detected!"

"It is the Doctor," another Dalek cried and Sophie and Rose stared at them now with eyes wider than before as the Daleks began moving about them in a rush, relief stirring in them at hearing that the Doctor had found them, "He has located us! Open communications channel!"

"The females will stand," the Dalek that had entered the room with the alert ordered them as it turn to them, "Stand!" it ordered again when they hesitated to move. The two complied as a holographic screen was activated and the two stared at the Doctor and Jack as they appeared in the image surrounded by people they didn't know.

"I will talk to the Doctor,"

The Doctor tore his gaze from his two captive companions to look at the Dalek that had spoken, "Oh, will you?" he asked a fake grin plastering itself over his face as he stared at the Dalek's with distaste, "That's nice. Hello!" he waved mockingly his fake grin slipping away as fast.

"The Dalek stratagem nears completion. The fleet is almost ready. You will not intervene," the Dalek ordered.

"Oh, really?" the Doctor asked, "Why's that then?"

"We have your associates," the Dalek responded, "You will obey or they will be exterminated,"

The Doctor stared at them for a moment, his gaze flicking over Sophie and Rose, before he turned it back to the three Daleks that were flanking them, "No," he denied, hearts hammering away against his ribcage, ignoring the shocked, surprised and incredulous looks that were being levelled on him from all the humans.

"Explain yourself," one of the Daleks demanded.

"I said no," the Doctor repeated.

"What's the meaning of this negative?" the Dalek demanded to know.

"It means: no," the Doctor reiterated.

"But they will be destroyed!" the Dalek declared stalks quivering.

The Doctor leapt to his feet hearts still hammering against his ribcage, "No!" he shouted, "Because this is what I'm going to do, I'm going to rescue them,"

Sophie felt some of the tension leave her shoulders and her eyes lit up as her shock and surprise at his response shifted to a sense of understanding. No, the Doctor wouldn't give in to the Dalek's demands, instead he'd save them and the world. Rose's hand that had tightened around Sophie's loosened slightly, her gaping expression shifting to relief.

"I'm going to save Sophie Connolly and Rose Tyler from the middle of the Dalek fleet," the Doctor swore with determination, "And then I'm going to save the Earth, and then, just to finish off, I'm going to wipe every last stinking Dalek out of the sky!" he declared passionately.

"But you have no weapons, no defences, no plan," one of the Daleks responded eyes stalks continuing to quiver in its agitation.  
"Yeah," the Doctor agreed staring at the Dalek's on the holographic screen coldly, "And doesn't that scare you to death," he flicked his gaze to his companions, his eyes softening as he stared at them, his gaze lingering on the brunette as he met bright ones through the screen, "Sophie… Rose…"

"Yeah?" Sophie responded, her voice slightly strained as her throat still felt tight and her mouth felt dry.

"I'm coming to get you," the Doctor assured them firmly, staring a moment longer as Sophie quirked her lips up at him in a smile and both women gave him a nod, before he ended the transmission with a buzz of his sonic screwdriver, making the holographic screen disappear. Leaving Sophie and Rose alone with the Daleks… for now.

"The Doctor is initiating hostile action!" one of the Dalek reported.

"The stratagem must advance. Begin the invasion of Earth!" another declared.

Sophie and Rose watched, hands still clasped together for support as the Daleks spun in an agitated circle.

"The Doctor will be exterminated!" a third cried.

"Exterminate! Exterminate! Exterminate! Exterminate! Exterminate!" the Daleks chanted volatilely their voices in tandem.

Sophie and Rose exchanged a look of horrified terror, before turning their gazes back to the volatile Daleks as they continued to spin themselves around in circles, deadly stalks waving about, threating to release exterminator beams…


	14. Chapter 14 The Parting of Ways

**Disclaimer:** I don't own Doctor Who. Only Sophie my o/c.

 **A/N:** Big thank you to everyone who followed/favourited and reviewed last chapter and another one to **Saberbladeprime** for reading over some scenes for me.

 **CHAPTER 14**

 **The Parting of Ways**

Sophie and Rose continued to stare as the Dalek's continued spin, their cries of 'exterminate' dying down, but still they were… the best word either woman could come up with was 'panicking'.

They shifted back a bit, wanting to put a bit of space between them and the agitated Daleks. The spinning stopped and one of them turned towards them, making the two of them freeze again as its quivering stalks were aimed directly at them.

"The females know the Doctor," it cried, "Females understand him. Females will predict his actions!"

"I don't know!" Rose cried her knees trembling, her hand clenching around Sophie's tighter as the Dalek began to advance on them.

Sophie swallowed, her chest feeling tight as her heart hammered against her ribcage, fear clutching at her, "You want a prediction?" she enquired her voice soft… but calm… calmer then she'd thought she'd be able to manage. Her face smoothing over into the calm mask she'd perfected over her years in the orphanage enduring all the bullying and the teasing, when the Dalek immediately twitched its eyestalk so that it was looking at her.

Rose stared at her brunette friend surprised, "Soph?" she questioned, eyeing the closed off features of her friend. Finding the expression just as disconcerting and concerning as she had in that café in Cardiff.

"Female will predict!" the Dalek demanded.

"I predict," Sophie began, her voice just as soft as before, just as calm despite her inner terror, "That the Doctor will do exactly what he said he would. He'll save us and the Earth and then… then he'll end you just like he promised," she predicted for the Dalek, her voice picking up a confident edge to it.

"Your prediction is false! False! Daleks cannot fail! Will not fail!" the Dalek cried, it's voice rising in hysteria.

Sophie effected a shrug… forcing herself to keep her breaths calm and even and her careful blank mask in place. Half expecting an exterminator beam to come flying out at her, instead the Dalek spoke again.

"Predict again! Again!"

Sophie stared at the Dalek, still just forcing herself to breath in and out, her hand clutching Rose's just as tightly as the blond was clutching hers, "That's all I've got," she said decisively.

Rose nodded, feeling a boost of confidence at the conviction in the brunette's voice, "And even if we did… we wouldn't tell ya," she said just as decisively.

"Predict! Predict! Predict!" the Dalek demanded, it's voice becoming slightly more hysteric as it glided closer to the two women.

"Tardis detected in flight," another Dalek declared distracting the advancing Dalek.

"Launch missiles!" the Dalek that had been advancing on them ordered, "Exterminate!"

"You can't!" Rose cried, "The Tardis hasn't got any defences. You're going to kill him!"

"You have predicted correctly,"

"Oh, my God, Sophie," Rose whimpered anxiously.

Sophie swallowed, her heart now beating heavily in her throat making it difficult to form words, "The Doctor's clever," was all she could mutter, her eyes beginning to sting painfully, "He's clever," she said again.

 ***O*O*O***

"We've got incoming!" Jack shouted from where he was manning the console of the Tardis. The Doctor on the other side, each moving frantically as the launched missiles came straight for them. The missiles struck the Tardis making the shaking ship shake harder as the impact of the weapons hit the shields that the two men had managed to set up around the ship.

"The extrapolator's working. We've got a fully functional forcefield," Jack reported, "Try saying that when you're drunk,"

The Doctor ignored him as he pressed buttons on the console, telepathically urging his Old Girl on, his hearts racing in his chest still, "And for my next trick…"

 ***O*O*O***

Rose swallowed thickly past the lump in her throat, "I don't suppose you've 'seen' anything about this?" she asked quietly as the Dalek's practically quivered around them.

Sophie shook her head, "Nope," she muttered just as quietly, "Told you they were,"

"Useless. I know," Rose agreed… but she'd hoped, that just maybe the brunette had seen something… anything that' let them know that the Doctor had survived.

A faint wheeze began to sound and the two women paused, ears straining as they listened, hope that the Doctor and the Tardis had survived the bombing, warming them once again at the familiar sound of the ship. Their hair lifted lightly in a gentle breeze as they stared slightly bewildered as the outline of the Tardis started to appear around the two of them, and the Dalek that was stationed near them.

Sophie's gaze landed on the Doctor, who was as transparent as the Tardis that was slowly forming around them. His form becoming more and more distinct as the Tardis materialized around them.

"Get down!" the Doctor shouted at them the moment the ship materialized and Sophie immediately hit the deck whilst Rose floundered still processing. The Dalek's stalk swivelled around towards her, "Rose, get down!" the Doctor shouted again and Rose dropped to the floor beside Sophie, just as the Dalek let out a familiar horrible cry.

"Exterminate!" It fired a beam that headed for where Jack was standing. The beam missed however and Jack returned fire with the defabricator gun, hitting the Dalek head on, the modified weapon exterminating the Dalek, leaving behind smouldering remains on the console room floor.

Sophie clambered a little shakily to her feet, her knees still feeling a bit unsteady after everything. She shifted towards Rose to help her up. The blond not having quite found her feet yet when she felt the Doctor's consciousness brush against hers as he mentally reached for her, his mind breezing around hers warmly.

She'd barely had time to process the feeling which reminded her of a warm hug that was projecting relief and joy, before she was enfolded into a warm tight hug, that had her shifting towards him so that she could return the Doctor's familiar embrace. Her face buried in his jumper as she did her best to return the warm comforting mental gesture… the feel of it somewhat different to the light mental brushing that she'd equated to a 'hello'. Her heartbeat evening out into a much calmer rhythm as she clutched him almost as tightly as he was clutching her.

The Doctor frowned lightly as his consciousness brushed against the shields he'd put into place around her mind, feeling a mild deterioration, nothing serious, but it was starting… which meant that she hadn't been able to reinforce them herself like he'd been hoping… and he didn't have the time now to do anything about it…

Sophie shifted slightly against him and with reluctance he allowed her to slowly pull away from him. she smiled up at him as her eyes met his, "That was some entrance,"

The Doctor returned her small smile with one of his own, "Told you I was coming for you,"

A couple of paces away where Jack was standing with Rose, the Captain having helped Rose up and into a hug a moment earlier. Jack huffed a little under his breath, arms crossing over his chest, "Damn it. I swore that he'd kiss her," he muttered just loud enough for the blond to hear, his lower lip jutting out in a slight pout.

Rose let out a low amused sound and reached up to pat him on the shoulder, "Welcome to my world Slick," she muttered just as lowly as she eyed the two, taking in the way the Doctor was still touching Sophie's arms over her wool jacket.

"I may have to take drastic action if this goes on much longer," Jack muttered.

Rose tore her gaze from Sophie and the Doctor to look at Jack, "I'm right there with ya," she swore with conviction.

Jack glanced down at her, lips curled up in a smirk, "Good, plotting is always better with a partner," and the two bumped fists, their interaction going unnoticed by Sophie and the Doctor the two still talking.

"You alright?" the Doctor asked her with concern.

Sophie nodded, "Yeah. Glad to be back. You?"

"Glad to have you back," the Doctor replied.

"Hey," Jack said as he and Rose stepped over to them, "Don't I get a hug?" he asked.

"Yeah, course you do," Sophie responded and stepped away from the Doctor so that she could hug Jack.

"I was actually talking to him," Jack nodded at the Doctor even as his arms came up to wrap Sophie in a brotherly hug, "But you'll do," he said with a grin and a short laugh as Sophie poked his side in retaliation, "Welcome home," he said, grin still pulling at his lips as Sophie pulled away.

No sooner had she pulled away from Jack that Sophie was pulled into another hug as Rose wrapped her arms around her, "You were brilliant!" Rose said with a wide grin.

Sophie blinked a little taken aback as she pulled back from the hug slightly, eyebrow raised, "I was?"

"Total badass," Rose enthused.

"Didn't feel much like a badass," Sophie muttered, "More terrified than anything."

"And that's what made it so awesome," Rose told her.

Jack raised a brow himself as he eyed the two curiously, "I'm sensing a story here."

Sophie shrugged, "All I did was do what they wanted."

"Pfft. By telling them the exact opposite of what they wanted to hear," Rose rebutted and began to relay what had happened after the Doctor had cut the transmission.

The Doctor moved over to the remains of the Dalek as he listened to the story Rose was telling his hearts fluttering with both pride and fear, at the possibility that the Dalek's just might have blasted his Annie-Girl with an exterminator beam for her faith in him… he pulled his sonic out of his jacket pocket and carefully examined the remains, that were still lightly smoking, with it.

 ***O*O*O***

Outside the Tardis the Daleks shifted about in a nervous shuffle their silence almost deafening as they eyed the Tardis through their stalks, waiting for orders…

"Patience, my brethren," a deep voice boomed out.

 ***O*O*O***

"You know, after Utah I was really hoping to never see another one of these," Sophie murmured as she stepped over to the Doctor who was still standing over the exposed remains of the Dalek mutant, it pepper-pot armour blasted away by Jack's gun.

"Me too," the Doctor agreed lowly, his expression grim as he stared down at the remains, his sonic still in hand.

"You said they were extinct," Rose said as she and Jack came over as well. "How come they're still alive?" she asked.

"One minute they're the greatest threat in the Universe, the next minute they vanished out of time and space," Jack muttered.

"They went off to fight a bigger war… The Time War…" the Doctor replied grimly, only slightly distracted as he continued to examine the remains.

"I thought that was just a legend," Jack said surprised.

The Doctor swallowed, "I was there. The war between the Daleks and the Time Lords, the whole of creation at stake."

Sophie glanced over at him, her heart always ached for him whenever he mentioned the Time War and with his consciousness still brushing lightly against hers the Doctor having not pulled his consciousness away completely after their hug, she reached out for the connection, brushing against his consciousness in an action that she hoped was as comforting for him as it was whenever he did it for her.

The Doctor responded with gratitude to the mental gesture, his hearts constricting with the pain of the memories. "My people were destroyed, but they took the Daleks with them." He swallowed again his voice growing quieter. "I almost thought it was worth it. Now it turns out they died for nothing,"

"There's thousands of them now," Rose commented quietly, "We could hardly stop one. What are we going to do?" she asked with concern.

The Doctor tore his gaze away from the remains to meet the questioning looks he was being given, "No good stood round here chin wagging. Human race, you'd gossip all day," the Doctor said with forced cheer, "The Daleks have got the answers," he turned and started for the door, "Let's go and meet the neighbours,"

Sophie and Rose shared an alarmed look, "Hang on!" they cried and moved after him, only for the Doctor to have already walked out the door.

Sophie who'd been standing closer to the Doctor was out the door, before she could think better of it, having been focused on reaching the crazy alien that had apparently decided to walk out to greet the aliens that wanted to kill him… wouldn't hesitate to kill him.

"Exterminate!" the Dalek's shouted and Sophie felt her heart freeze momentarily in her chest before it began racing in fear as she waited for the beams, only calming somewhat as the Doctor brushed his consciousness against hers reassuringly.

"Exterminate! Exterminate!" the Daleks fired and Sophie stared wide-eyed as the beams that were coming right for them, were stopped short by a forcefield three feet away from them.

' _Oh, that's good,'_ Sophie thought as she stared past the Doctor at the Daleks as they ceased fire, giving up on getting through the forcefield.

' _Isn't it just,'_ the Doctor agreed, catching the accidentally projected thought, as behind them Jack and Rose cautiously popped their heads out the Tardis door cautiously.

"Is that it?" the Doctor asked condescendingly as he raised his arms mockingly, "Useless! Nul points," he said as he stepped back so that he could lean back against the corner of the Tardis with an unconcerned air. His gaze sweeping over and away from the Dalek's to land briefly on Sophie who was standing just in front of the open Tardis door staring out at the Daleks that were gathered outside the forcefield and then up to the two that were still peering out through the doorway, "It's alright, come on out. That forcefield can hold back anything," he assured them.

"Almost anything," Jack corrected.

The Doctor frowned up at him, "… Yes, but I wasn't going to tell them that," he grumbled at the other man as he straightened up and moved away from the Tardis once again, "Thanks," he said with sarcasm.

"Sorry," Jack apologized sheepishly.

"Do you know what they call me in the ancient legends of the Dalek home-world?" the Doctor asked the Daleks that had remained silent through their exchange, "The Oncoming Storm. You might have removed all your emotions… but I reckon right down deep in your DNA, there's one little spark left, and that's fear," the Daleks eyestalks twitched nervously in response, "Doesn't it just burn when you face me? So, tell me. How did you survive the Time War?"

"They survived through me," A loud booming voice broke the silence.

They turned towards the voice and a light flicked on to reveal a giant Dalek, it's blue mutated form on display for them to see as it towered above them all as it sat in its large open armour.

The Doctor stared in open mouthed shock at the large mutated form, "Sophie… Rose… Captain… this is the Emperor of the Daleks,"

"You destroyed us, Doctor. The Dalek race died in your inferno, but my ship survived, falling through time, crippled but alive."

The Doctor nodded slightly, "I get it."

"Do not interrupt."

"Do not interrupt."

"Do not interrupt." Three of the Daleks commanded in defence of their Emperor. And Rose found herself reaching for Sophie's hand as she winced and flinched back a bit in response, wishing that she could project the same air of calm in the face of her growing fear as the brunette could.

"I think you're forgetting something," the Doctor stated his expression mildly annoyed as he stared at them unwaveringly, "I'm the Doctor, and if there's one thing I can do, it's talk. I've got 5 billion languages, and you haven't got one way of stopping me. So, if anybody's going to shut up, it's you!" he declared with such vehemence that the Daleks actually glided back a bit, making him grin, "Okey doke." he turned back to the Emperor, pausing briefly as if in thought, "So, we're where we?"

"We waited here in the dark space, damaged but rebuilding," the Emperor spoke again, "Centuries passed, and we quietly infiltrated the systems of Earth, harvesting the waste of humanity. The prisoners, the dispossessed. They came to us. The bodies were filtered, pulped, sifted. The seed of the human race is perverted. Only one cell in a billion was fit to be nurtured."

A disgusted look flittered across Sophie mask of calm, "That's why the games," she mumbled more to herself, but the Doctor, Jack and Rose heard her… an expression of disgust flittering across the blondes face as well as she to connected the dots and came to the same realization.

"So, you created an army of Daleks out of the dead," the Doctor stated grimly.

"That makes them… half human," Rose said.

"Or at least partly," Sophie agreed lowly.

"Those words are blasphemy!" the Dalek Emperor yelled, it's voice rising in agitation at such an accusation.

"Do not blaspheme."

"Do not blaspheme."

"Do not blaspheme."

"Everything human has been purged. I cultivated pure and blessed Dalek!" the Emperor stated.

The Doctor glanced about at the Daleks and shook his head in mild disbelief at what he was seeing, before he raised a quizzical brow at the Emperor, "Since when did Daleks have a concept of blasphemy?"

"I reached into the dirt and made new life," the Emperor declared, "I am the God of all Daleks!"

"Worship him!" the Daleks cried, "Worship him! Worship him!"

The Doctor stared at them perturbed, "They're insane," he murmured quietly to his companions, "Hiding in silence for hundreds of years, that's enough to drive anyone mad." He stared at them, an expression of almost pity on his face, "But it's worse than that. Driven mad by your own flesh. The stink of humanity. You hate your own existence. And that makes them more deadly than ever." he looked up at the Emperor, "We're going."

"You may not leave my presence!" the Emperor shouted as the four turned and began to walk back to the Tardis, already beginning to step through the door.

"Stay where you are!" One of the Daleks commanded and the Doctor grinned at them mockingly before he closed the door on them.

"Exterminate!" they shouted as one and they opened fire on the ship, their beams hitting uselessly against the forcefield. "Exterminate! Exterminate!"

 ***O*O*O***

The Doctor rested his head against the closed door of the Tardis, rather shaken and helpless as the cries of the Daleks echoed in his ears, the sound dragging painful memories to the surface… memories of death and battle… of such loss…

There was a gentle touch against his back and he turned, not at all surprised to see Sophie staring up at him as her mind brushed his again, making him smile at her. She'd gotten rather good at that… He took her hand and lead them away from the door as he wrapped his confidence about himself once again.

"Right then let's be off. It's rubbish here," he said reluctantly releasing Sophie's hand so that he could move about the console. His mind racing with uncertainty as the Tardis began to dematerialize.

 ***O*O*O***

The Doctor, Sophie, Rose and Jack marched out of the Tardis and onto Floor 500. The Doctor moving straight for the controls. "Turn everything up. All the transmitters full power, wide open. Now! Do it!"

"What does this do?" Pavale asked as he did what he'd been told.

"Stops the Daleks from transmatting on board," the Doctor answered, "How did you get on? Did you contact Earth?"

Pavale grimaced slightly. "Well, we tried to warn them, but all they did was suspend our license because we stopped the programs,"

Sophie resisted the urge to facepalm rather hard at that, but couldn't stop the exasperated groan that escaped her. _'Bleedin' typical!'_ she couldn't help but think.

"And the planet's just sitting there, defenceless," the Doctor muttered with exasperated displeasure, stubborn stupid hairless apes. His gaze landed on a familiar figure, one that he hadn't expected to see… shouldn't be able to see, "Lynda, what're you still doing on board?" he demanded to know, then rounded on Pavale before she could reply. "I told you to evacuate everyone!"

"She wouldn't go," Pavale said a bit helplessly.

"Didn't wanna leave ya," Lynda admitted and smiled at them kindly.

Rose narrowed her eyes on the woman, whilst Sophie returned her smile with equal kindness, "Nice to meet you Lynda," the curly haired brunette said and Rose crossed her arms still eyeing the other woman.

"You too," Lynda responded, choosing to focus on the brunette, rather than the blond that was almost glaring at her for some reason.

"There weren't enough shuttles anyway, or I wouldn't be here," the female programmer grumped with a displeased sniff, "We've got about a hundred people stranded on Floor Zero."

"Oh, my God," Pavale gasped his skin turning pale as the blood drained from his face as he stared at the screen, "The fleet is moving. They're on their way."

 ***O*O*O***

"Purify the Earth with fire," The Emperor commanded as rows upon rows of his Daleks levitated around him, "The planet will become my temple and we shall rise. This will be our paradise!"

 ***O*O*O***

"Dalek plan," the Doctor spoke quickly, all eyes on him as he pulled out wires from under the conduits swiftly moving from one to another, "Big mistake, because what have they left me with? Anyone? Anyone?" he turned his gaze on them expecting at least one of the humans in the room to be able to answer him, only to receive silence and mixed looks of confusion, "Oh, come on, it's obvious. A great big transmitter. This station. If I can change the signal, fold it back, sequence it, anyone?" he asked again gaze still expectant.

Jack's eyes widened as realization hit, "You've got to be kidding me!"

The Doctor grinned, "Give the man a medal,"

"A Delta Wave?" Jack questioned incredulously.

"A Delta Wave!" the Doctor confirmed.

Sophie and Rose stared at the two in mild confusion, "Ok, and for those of us who were heading for a degree in Literature,"

"And worked in a little shop," Rose chimed in.

"What's a Delta Wave?" they asked together, exchanging a small smile, and the blond prompted the brunette into doing a special little handshake that the blond had insisted on teaching the brunette not too long ago, when Sophie had mentioned that she'd never done one before, the action leaving the Doctor and Jack to stare at them lightly bemused by it.

"So, cute when they do that," Jack said with a teasing grin and shook his head in amusement, "It's a wave of Van Cassadyne energy. It fries your brain. Stand in the way of a Delta Wave and your head gets barbequed."

Sophie scrunched her nose at the imagery, "Charming." she muttered dryly.

"And this place can transmit a massive wave," the Doctor continued to explain a grin in place, "Wipe out the Daleks!"

Rose opened her mouth to say something, only for Lynda to speak before her unwittingly cutting her off, "Well, get started and do it then," Rose shot the other woman a slightly irritated look, a bit disgruntled at being cut off by the other blond.

"The trouble is, wave this size, building this big, brain as clever as mine, should take about, ooh," the Doctor frowned thoughtfully, "Three days? How long till the Fleet arrive?"

"Twenty-two minutes," Pavale answered.

The Doctor frantically pulled out another cable from underneath the desk. He stared at the end of it and then feeling the heavy gazes of everyone else in the room him looked up and shot them a beaming grin even as his hearts beat heavily in his chest at the rather impossible deadline. His gaze going to his two companions that were standing side by side just staring at him, having complete faith that he'd do it… he got back to work… hearts clenching painfully.

A short while later Jack was in front of a computer Rose, Sophie, Lynda, Pavale, and the female programmer gathered behind him, whilst the Doctor continued to work. "We've now got a forcefield so they can't blast us out of the sky," he explained bringing it up on the monitor, "But that doesn't stop the Daleks from physically invading."

"Do they know about the Delta Wave?" Pavale asked.

Jack turned his head to look at him, "They'll have worked it out at the same time. So, they want to stop the Doctor. That means they've got to get to this level, 500. Now, I can concentrate the extrapolator around the top 6 levels, 500 to 495. So, they'll penetrate the station below that at level 494 and fight their way up,"

"Who are they fighting?" Pavale asked again.

"Us," Jack responded.

Pavale nodded slowly, "And what are we fighting with?"

"The guards had guns with bastic bullets. That's enough to blow a Dalek wide open," Jack stated.

The female programmer frowned dubiously, "There's six of us," she pointed out.

"Sophie," the Doctor called from where he was working, "You can help me over here. I need these wires stripped bare,"

Sophie nodded as she walked over accepting the tool from him and hunkered down to get to work on them.

"Right now, there's five of…"

"Rose, you too," the Doctor cut in waving another tool he'd pulled from his pocket and the female programmer scowled in irritation as Rose trooped over to the Doctor as well, moving to another set of wires next to the curly haired brunette, "Stripped bare," the Doctor reiterated just in case ignoring the glare of the female programmer with ease.

The woman huffed in annoyed, "Right there's now four of us," she grumbled shooting the Doctor another irritated look waiting to see if he'd call another of them over.

"Then let's move it," Jack commanded. "Into the lift. Isolate the lift controls," and Pavale and the female programmer ran off to do just that, whilst Lynda moved towards the Doctor, who glanced up and stood from what he was doing to meet her.

Lynda stood in front of him feel a little awkward, but not wanting to leave without saying something to the man who'd been so kind to her. "I just want to say, er, thanks. I suppose, and I'll do my best," she promised, steadily ignoring the heated glare the blond was giving her.

"Me too," the Doctor told her hesitating a moment as he pondered the best way to say goodbye to her, before he settled on a handshake.

Sophie glanced over at Rose as she heard the blond huff under breath in irritation. The blond now stripping the wires with more ferocity then was necessary. She wasn't sure what the issue was, Lynda seemed rather sweet in her opinion, but… maybe she'd missed something between the two, she couldn't even begin to put her finger on what though. She pulled her gaze away again, focusing her attention back on the wires that needed stripping.

Rose scowled at the wires she was stripping with vigour, unable to help but feel a biy threatened by the interloper who was staring at the Doctor with hopeful eyes, like she was hoping that he'd take her with them… and she just didn't like it! Why would he even need someone else, anyway?! The Doctor had her and Sophie and Jack now… they didn't need anyone else, especially not another woman! Especially not one that she was convinced was making doe eyes at the Doctor. Her haze drifted to Sophie who was stripping her set of wires, completely oblivious to the possible interloper… that just wouldn't do at all!

Rose's attention was diverted as Jack made his way over to where she was working. She set down her tool and clambered to her feet.

"It's been fun!" Jack said trying to keep it light as Sophie got to her feet to, "But I guess this is goodbye."

Rose shook her head, "Don't talk like that. The Doctor's going to do it. You just watch him," she said with certainty.

Jack smiled, "Rose, you are worth fighting for," he told her sincerely as he took her face in his hands and pressed a kiss to her lips. He pulled back and turned to Sophie, lips curved up in a small half smile as he approached her and pulled her into a brotherly hug.

"You don't have to," Sophie murmured as she slowly pulled back.

Jack quirked his lips up into a smirk, "No, I don't," he agreed, "But I want to. You and Rose, you're both worth it." when Sophie ducked her head in response Jack reached out and ruffled her thick hair again.

Sophie sighed out a slightly huffy breath as she lifted her head to pin him with an exasperated look without any heat, her hair mussed once again, "Did you have too?"

"Yeah. I really did," Jack told her with another smile, before he turned to the Doctor, his smile widening into a grin as he stepped over to him, "Wish I'd never met you, Doctor. I was better off as a coward," he said, hands coming up to cup the Doctor's face as he had Rose's and pressed a kiss to the Doctor's lips, before he pulled back slightly giving the Doctor a look, "Look after 'em Doctor and… don't let her slip away," he warned before he pulled away completely, ignoring the slightly disgruntled stare the Doctor was giving him as he pointed at the lift that was waiting for him. A devil may care smirk curling up his lips. Determined to see them off with a smile "See ya in hell!"

The three watched as the lift pinged and Jack got in with the others the man giving them a salute before the lift doors closed, hiding him from view.

Rose glanced over at the Doctor and Sophie, "He's going to be alright… isn't he?"

The Doctor glanced away from her to focus back on the wires unable to bring himself to answer as he continued working.

Rose rested her gaze on Sophie, "Space-Cadet?" she said voice, hopelessly hopeful.

Sophie swallowed tearing her gaze from the lift that had stepped into, to meet the blondes eyes, "I hope so," she muttered quietly, before she looked away and down at her feet. _'I really hate goodbyes,'_ she decided her throat feeling tight as really, she couldn't help but feel that she'd never see the man that had become something like a big brother to her again.

The Doctor glanced up, catching the unintentionally projected thought, and he eyed his two remaining companions that were staring miserably in different directions, "Hey," he said his voice kind as he drew their attention back to him, "Those wires still need stripping," he reminded them, hoping to distract them at least a little.

The two nodded at him and sank back down onto the ground to start work on the remaining wires. The Doctor eyed them a moment longer before he too got back to work, highly aware of the fact that time was fast escaping them.

 ***O*O*O***

The three were working in companionable silence. The trio the only ones left on Floor 500 now, each focused on their own tasks when Rose looked up as she was struck by a sudden thought. "Suppose," she began, but fell silent.

"What?" the Doctor asked after a moment of the silence stretching, not looking up from what he was doing.

Rose shook her head and continued working. "Nothing," she muttered earning a curious look from Sophie.

"You said suppose," the Doctor persisted.

Rose looked up again, "No. I was just thinking. I mean, obviously you can't, but, you've got a time machine. Why can't you just go back to last week and warn them?" she asked staring at him intently with curious eyes.

"As soon as the Tardis lands in that second," the Doctor began to explain still not looking up, "I become part of events, stuck in the timeline,"

Sophie cocked her head slightly with a slight thoughtful frown, "Which'd mean you'd have to cross your timeline, right?" she asked, recalling a conversation they'd had.

The Doctor glanced up briefly, his lips quirked up in a smile, his eyes fond, "Exactly."

Rose sighed quietly, "Yeah, thought it'd be something like that," she murmured truly having expected to hear something of the kind.

The Doctor looked up again staring at his companions, "There's another thing the Tardis could do... it could take us away… we could leave. Let history take its course... We go to Marbella in 1989."

Sophie and Rose exchanged a brief look, before they turned their eyes back to the Doctor who was still staring at them, "Sounds good," the blond said, lips quirking up in a light teasing grin, making the Doctor blink a little surprised, not having expected that, not really.

"Pencil it in for after we save the word – again," Sophie finished.

The Doctor smiled his confusion clearing, his eyes filled with warmth as his gaze met Sophie's and lingered for a moment before he blinked and shifted slightly so that he was once again staring at the both of them, "Never even occurred to either of you to ask, did it?" the Doctor murmured his hearts beating warmly.

"Nope," Sophie replied with a smile. She was here with two of her favourite people in the universe and the third somewhere below them. There was nowhere in the entirety of the universe that she'd rather be. No matter the circumstances.

"We're just too good," Rose agreed with the brunette a smile of her own curving up her lips.

The computer made a whir-like sound, the noise immediately catching the Doctor's attention. "The Delta Waves started building. How long does it need?" he queried as the three of them jumped to their feet and rushed over to the computer and the Doctor plonked himself down in a chair and pressed a few buttons Sophie and Rose peering as best they could over his shoulders. His face fell as he read the information he'd brought up onto the screen.

"Is that bad?" Rose asked.

The Doctor's head slumped downwards, his pained expression hidden from his companions. His hearts pounding against his chest as the weight of what he'd read on the screen hit him.

"Ok," Sophie murmured softly as she exchanged a brief concerned look with Rose, "It's bad."

"How bad?" they spoke together.

To their surprise the Doctor leapt up his expression wide and beaming as he grinned at them, "Sophie Connolly, Rose Tyler, you are geniuses!" he exclaimed, "If I use the Tardis to cross my old timeline. Yes!" he rushed towards the Tardis not allowing either to question him as just as he knew they would they chased after him.

 ***O*O*O***

"Right," the Doctor said as he stepped into the Tardis Sophie and Rose close on his heels, "Annie-Girl, I need you at this lever here and Rose that one there. Yes, that one," he said as the blond pointed at one of the levers his excitable gesture having been too vague, "Hold those down and keep position," he told them his voice becoming serious as he stared at them.

"What's this do?" Rose asked the question that was burning in both her and Sophie's minds.

"Cancels the buffers," the Doctor replied as he busied himself at the monitor, "If I'm very clever and I'm more than clever, I'm brilliant, I might just save the world," he paused briefly, "Or rip it apart,"

"First one sounds good," Sophie murmured as she stared at the Doctor.

"Yeah. I'd go for the first one too," Rose agreed.

"Me too. Now, I've just got to go and power up the Game Station. Hold on," he told them again, before he turned and dashed out of the console room, leaving the two women holding down their individual levers.

The Doctor came to a sudden stop in the midst of his mares-nest of cables the Tardis door closing as his Old Girl followed his line of thought. He looked back at the Tardis, his old eyes full of pain as he stared at his ship. He hated lying to her… to either of them, but this was the best way the only way he could keep them safe like he'd promised himself and Rose's mother that he would.

He raised his sonic screwdriver pointing it at the Tardis his hearts beating harshly in his chest, only one single regret filling him in that moment as he pressed a button and the engines started. And that was that he hadn't plucked up the courage to do one last thing… knowing that now he'd never get the chance.

He heard Rose shouting in alarm and his Annie-Girl's calmer voice calling for him as he watched his Old Girl as she started to wheeze. His hearts clenching painfully as he listened to them, but he was one hundred percent certain that this was the right thing. The best thing. Neither of them had any business fighting in a war – his war. And this way at least, he knew that they'd live. And that knowledge was worth the lie he'd told and so he watched until the Tardis dematerialized completely before he turned forcing himself to focus on his next step.

 ***O*O*O***

Sophie turned from the unyielding door as she swept her gaze over the Tardis focusing on the ship, only to be distracted as a holographic image of the Doctor to flicker to life. "Rose," she called, the blond that was still pounding against the door, her voice slightly strained as her throat constricted as she eyed the hologram.

Rose turned just as it started to speak.

"This is Emergency Program One. Sophie, Rose, now listen, this is important. If this message is activated, then it can only mean one thing."

Sophie swallowed past the feeling of her heart in her throat as she regarded the image, as the realization started to take hold… that the Doctor had planned this, had looked at them and lied…

"We must be in danger." The hologram continued, "And I mean fatal. I'm dead or about to die any second with no chance of escape."

"No!" Rose broke her silence as she stared wide-eyed at the image of the Doctor, glancing briefly over at the quiet Sophie and then back again.

"And that's ok. Hope it's a good death. But I promised that I would look after you both, and that's what I'm doing. The Tardis is taking you home."

"No! No!" Rose cried as she began to rush about, "I won't let you do this to us! I won't!"

"Rose I bet your fussing and moaning now and Sophie your staring at me with that look that… well that look of yours." The hologram of the Doctor smiled a fond smile tinged with sadness. "But hold on and just listen a bit more. The Tardis can never return for me. Emergency Program One means I'm facing an enemy that should never get their hands on this machine. So, this is what you should do. Let the Tardis die."

Sophie let out a choked sound, tears beginning to well in her eyes, blurring the image of the hologram for a moment, before they began sliding quietly down her cheeks.

"Just let this old box gather dust. No one can open it. No-one'll even notice it. Let it become a strange little thing standing on a street corner. And over the years, the world'll move on and the box will be buried. And if you want to remember me, then you can do one thing. That's all, one thing. Have a good life." The hologram of the Doctor paused a thoughtful look on his face, "Ok, I lied two things." He smiled. "Look after each other. Do that for me Sophie, Rose. Have a fantastic life." The hologram flickered out.

Sophie squeezed her eyes shut as she tried to keep her breathing even, just in and out. She needed to think… she… needed… she sucked in a shaky breath, Rose's frantic voice in the background filling her ears. She opened her eyes turning her gaze about the ship, focusing on it.

"You're not doing this to us!" Rose shouted at the disappeared hologram of the Doctor, "You can't! Won't let you! Come on fly! How do you fly?" the blond turned to the still quiet Sophie who was staring up at the ship, "Soph! What are you doing help me?!"

Sophie slowly turned and the blond hesitated at the troubled look on the brunette's tear streaked face, "She's quiet. Won't talk to me," she muttered as the engines stopped.

 ***O*O*O***

The Doctor completely alone on Floor 500 as he worked diligently, his expression solemn. The silence a reminder that he was well and truly alone now.

"Rose, I've called up the internal laser codes," Jack's voice over an intercom broke the silence. "There should be a different number on every screen. Can you read them out to me?"

The Doctor swallowed, "She not here."

"Of all the times to take a leak," Jack grumbled, "Sophie then."

The Doctor's hands trembled ever so slightly before he steadied them his hearts clenching painfully once again, "She's not here either."

Jack's face appeared on a screen, "Seriously, what is it with women and going together," he grumped with exasperation, "When they get back, tell one of them to read me the codes."

"They're not coming back," the Doctor responded a little woodenly.

Jack frowned a bit wrongfooted by the declaration, "What do you mean? Where'd they go?"

The Doctor stared down at what he was trying to do, "Just get on with your work."

Jack stared at the image he could see of the Doctor and realization dawned, "You took them home, didn't you?"

The Doctor flicked a brief glance at the screen, "Yeah," he managed to get out.

Jack nodded slowly, before he pinned the Doctor with a look, "Please tell me you at least kissed her before you sent her off…" silence stretched as the Doctor didn't reply and Jack groaned, "You didn't. Completely hopeless!" the Captain grumped lightly, and the Doctor felt a tick go in his jaw as regret burned a little hotter in his chest.

Jack's expression turned serious again, "That Delta Wave. Is it ever going to be ready?"

"Tell him the truth, Doctor." They heard the Emperor of the Dalek's voice and the two looked over to see the mutant had appeared on another screen. "There is every possibility the Delta Wave could be complete, but no possibility of refining it. The Delta Wave must kill every living thing in its path, with no distinction between human and Dalek. All things will die by your hand."

"Doctor, the range of this transmitter covers the entire Earth," Jack warned.

"You would destroy Daleks and Humans together." The Emperor agreed, "If I am God, the creator of all things, then what does that make you, Doctor?"

"There are colonies out there," the Doctor countered, "The Human Race would survive in shape or form, but you're the only Daleks in existence. The whole universe is in danger if I let you live." He turned his head to look at the image of Jack on the other screen. "Do you see, Jack? That's the decision I've got to make for every living thing. Die as a human or live as a Dalek. What would you do?"

"You sent them home." Jack replied, "They're safe. Keep working."

"But he will exterminate you!" the Emperor yelled.

Jack grinned, "Never doubted him. Never will."

The Doctor grinned too and leapt to his feet energized by Jack's trust and he marched towards the screen the Dalek Emperor was appearing to him on. "Now, you tell me, 'God of all Daleks' 'cos there's one thing I never worked out. The words 'Bad Wolf', spread across time and space, everywhere, drawing me in. How'd you manage that?"

"I did nothing," the Emperor denied.

The Doctor gave it a sceptical look, "Oh, come one, there's no secrets now, your worship."

"They are not part of my design," the Emperor admitted and there was a silence and the Doctor stared his sceptical look becoming perplexed. "This is the Truth of God."

 ***O*O*O***

Sophie sat on the staircase looking out over the Tardis' console room. Her shoulders slumped forward dejectedly. She was alone now. Alone in the silent ship that refused to do more than offer a quiet hum every so often that may have been meant as an apology of some kind.

Rose had left… she wasn't sure when anymore… she could have gone with… maybe she should have… but she'd wanted to continue trying to get the ship to talk to her… to at the very least tell her why she wasn't helping…

But there was no response, not to anything she tried, just the low quiet hum and for once the sound didn't sooth her.

She clenched her hands together, her intertwined fingers twisting together almost painfully, before she forced herself to her feet. She moved over to the console, standing near the dark monitor. She brushed her gloved fingers over the surface and experimentally pressed a button, but the screen remained dark… just as it had the first couple of times she'd tried to interact with a part of the Tardis.

She rested her hands against the smooth round edge of the console, leaning her weight against it as she squeezed her eyes shut again forcing back another rush of tears. Her breathing escalating as she couldn't help but think of the Doctor alone on Floor 500 fighting… dying… if he hadn't died already. The holograms words ringing in her ears.

"Please!" she whispered desperately, "Please Sexy. Help me… say something!" she begged her voice rising. Silence… and then the ship repeated the same low apologetic hum.

Sophie turned and slumped back against the console, resisting the impulse to lash out in her pain… it was so tempting to just give into the urge to find something to throw, to kick the unhelpful ship… but she didn't. Instead one of her hands came up to tug at the ends of her hair that was a mess from all the times she run her hands through it in frustration as she worried over the Doctor. _'Please… I don't want him to die! Not alone… not at all!'_ she tried projecting at the ship again… hating the fact that she couldn't feel the Doctor at all… just the muted telepathic field of the Tardis… Silence once again met her plea, the ship merely repeating its apologetic hum.

Sophie stared dejectedly, shoulders slumping further at the response she'd been expecting despite her lingering hope for something more.

 ***O*O*O***

Jack stood by Lynda as she plonked herself down at the computer on the observation deck, "Right Lynda, you are my eyes and ears. When the Daleks get in, you can follow it on that screen and report it to me," he instructed.

Lynda nodded, "Understood."

"They'll detect you, but the door's made of Hydra Combination. It should keep them out."

Lynda looked up at him, her eyes nervous, "Should?"

"It's the best I can do," Jack told her with a sad smile, before he spoke into his wrist device, "How long till the Fleet arrives?"

"They've accelerated," Pavale replied through the comm.

"This is it ladies and gentlemen. We are at war!" he turned and ran out of the room the door shutting behind him as he hastened towards his post as rows upon rows as Daleks streamed out of the saucer like spaceships.

 ***O*O*O***

Sophie trudged along a street. Mindlessly passing people by as they rushed about their everyday lives no clue that 200,000 years in the future the Doctor and Jack were fighting… dying for them… she trudged to a stop, as she turned her face up towards the sky. It was a bright and sunny day, the complete opposite to how she was feeling.

She lowered her gaze and her feet started moving again. She didn't really have a destination in mind, she'd just needed to take a break from the Tardis…

It felt so empty without the Doctor, and the apologetic low hums of the Tardis had started to grate on her in her growing frustration. It was the first time she'd ever gotten annoyed with the beautiful ship… that felt so muted… and practically lifeless. If it weren't for the telepathic hums, she would have been scared that the ship had died.

The brunette came to a stop once again. This time by a park bench and with a low sigh she plopped herself down on it heavily. Her expression troubled as she couldn't help but brood on what was happening 200,000 years from now, whilst she was just sitting here helplessly… not able to even get the Tardis to do more than hum.

Sophie blinked, her gaze slowly lifting from where it had come to rest on her knees as she became aware of a pair of eyes staring at her. It took her only a moment to find the owner of the eyes and she found herself staring rather flatly back at a tall man who looked rather worse for wear in a crumpled white or perhaps light blue… or was that just dirt… dress shirt that was strangely only half tucked in.

He was wearing a necktie that was tied only loosely about his wayward shirt collar and sitting a bit crooked and had hair that was in a floppy disarray and looked only half dry… and he was coming right for her, strides long and energetic as he crossed the distance that had been between them.

And in what weirdly felt like between one blink and the next the strange man was sitting on the park bench next to her, hazel green eyes still staring at her with an intensity that had her feeling a bit self-conscious and off kilter, and she shifted a bit awkwardly as he beamed a smile at her.

"Hello there!" he greeted cheerily.

Sophie looked away, her hands twisting together in a nervous habit that she never could quiet seem to kick.

"Hi," she managed to get herself to say, her eyes settling on her knees once again as she contemplated just leaving, perhaps heading back to the Tardis to try again… she didn't feel like talking to a strange man. Especially one that was smiling so brightly when she was feeling so… so… sad didn't cover it… she didn't think there was a word that covered what it was that she was feeling.

"Rather comfy for a park bench, isn't it," the man commented, wiggling about in his spot a bit as if testing it.

Sophie shrugged heavily, "S'pose," she muttered, her voice coming out a bit flat.

The man seemed to bounce in his seat beside her again and out of the corner of her eye she saw him swivel his head about as he looked about the street, seemingly full of energy… too much to sit still, kind of like a child who'd had too much sugar, his hands almost dancing over his pockets, before his gaze settled on her again, still smiling, "Fish custard!" he exclaimed.

Sophie blinked taken a bit aback by his pronouncement and she finally turned her head to look at him again, slightly perplexed frown in place, "Fish custard?"

The man nodded, "Yes, have you tried it?"

Sophie eyed him dubiously, "Can't say I have."

"You should! It's good. Fish fingers in custard! Only just found out how good just recently myself!" he enthused, hands waving about a bit.

Sophie stared at him, shifting back a little so that she could make sure to avoid his wildly flailing hands, "I'll take your word for it." and the man seemed to pout at her lack of enthusiasm for something he was obviously quite fond of.

She went to look away, only for her eyes to catch on something on the side of his face, rather close to his mouth and her lips twitched a bit finding it both fitting and amusing for whatever reason. She wasn't sure what it was about the little spot of something… but it just… tickled her… she tamped down on her impulse to giggle. Her dark mood beginning to lighten ever so slightly.

"What?" the man asked evidently noticing her change in demeanour. Sophie shook her head, tearing her gaze from the spot. "What was it?" the man insisted.

Sophie glanced back over at him again, "Nothing really."

"You were staring at something?" he persisted, his hands coming up briefly touching his chin then up to his cheeks.

Sophie bit down on her lips as the urge to laugh rose up again, "You've just… got a little something…" she relented and gestured to a spot on her own face.

The man shifted his hands searching for it and failing miserably and Sophie's shoulders shook lightly in supressed laughter.

Finally, she reached over and took one of his arms into her gloved hands and guided his hand to the spot that his fingers had been missing, before releasing his arm, her hands coming to rest in her lap once again.

The man wiped off the spot and rolled the small remains of food between his fingers for a moment with a frown, "Beans," he muttered and dusted his fingers off, "Bad, bad beans," he turned to her, "Never trust beans," he told her seriously.

And Sophie lost the battle against the urge to laugh, one of her hands coming up to cover her mouth, muffling the sound only slightly. "Ah, so fish fingers and custard are good, but beans are bad?" she questioned with amusement once her laughter had died down enough to allow her to talk.

"Yep!" the man said popping the 'p'.

Sophie stared at him taking in his bright smile and she blinked a little in surprise as she realized that he'd been trying to get her to laugh all along, immediately feeling a little bad that she'd been irritated when he'd just been trying to be kind.

"Now. I'm sure that there's a butt you need to go kick,"

"Eh?" Sophie exclaimed a bit wrongfooted once again as she stared at him a bit puzzled once again at the sudden change in subject and she blinked a bit as she could have sworn a slight flicker of what may have been some kind of cross between a grimace and a realization shifted briefly across his face.

None the less the man was quickly all smiles again in an instant, "Pretty girl like you. Looking that sad," he said seriously, "There's a butt out there that needs a good kicking."

Sophie shifted a little uncomfortably and glanced away a light flush dusting her cheeks, "I'm not much of a, uh, butt kicker."

Her phone rang, making her jump a little at the sudden noise coming from her pocket. She pulled it out and brought it quickly to her ear Rose's voice coming through before she'd even managed to say 'hello'.

"Where are you?" the blond asked.

Sophie glanced about, "On a street." She said a bit unhelpfully not having really paid attention to where she'd been walking earlier.

"Well, get back to the Tardis. I have an idea!" the blond hung up and Sophie blinked at her phone for a moment.

"Ah, there you see. Somewhere for you to be," the man said with another smile.

Sophie tucked her phone away and turned back to him as she stood, "Um, sorry…"

The man shook his head, "No, go, go." He urged.

"Thanks," she said sincerely appreciating the effort he'd gone too to make her laugh, before she turned and took off down the street.

The man smiled after her, hazel green eyes full of affection as he watched her hurry off, "Anytime," he murmured, "Now. Go, be… fantastic!"

 ***O*O*O***

Sophie paused briefly, mouth agape as she stared at a yellow recovery truck that had a chain attached to it, Mickey in the driver's seat as he operated it, Jackie standing to the side as she watched. She turned her gaze to the Tardis, heart hammering a bad feeling stirring in her stomach as she raced for the blue box where she could hear Rose shouting.

"Faster!"

"Give it some more Mickey!" Jackie hollered as Sophie raced in through the open door.

Her gaze landed on Rose, who looked up at her entrance. "Bout time!" Rose said.

"I walked further than I thought," Sophie responded as she took in what was happening, "What are you doing?"

"Getting us back to the Doctor!" Rose declared, before she turned her gaze back to the console, "Keep Going!" she shouted.

"Rose, I don't think," Sophie tried her heart hammering as she eyed the console that Rose was trying to tear open. An image of bright gold eyes full of power flashing through her mind and her stomach churned a little sickeningly as with a harsh frantic beat of her heart she finally recognised who the eyes belonged to… _'Oh… bugger!'_

"Give it some more!" Jackie cried.

Sophie stepped closer to Rose, blue eyes wide as she tried again, "Rose I really don't think that this is,"

"Almost there!" Rose shouted cutting the brunette off, before glancing at Sophie to hyped to take much note of the concern and slight fear in the brunette's eyes, "We're going to do it Soph! We're going to save the Doctor!" she declared just as the console burst open and the blond was bathed in the golden light as the Tardis doors slammed shut. The raw golden power of the Heart of the Tardis streaming into Rose's eyes as the blond stared and all Sophie could do was watch heart in her throat as the engines started and the Tardis began to dematerialize.

Sophie stared at her friend as they flew through the vortex. "Rose?" she asked cautiously and those eyes that had haunted her dreams looked up, meeting hers, that raw power in the golden depths ten times worse in real life.

"I am the Bad Wolf," the blond responded.

Sophie swallowed eyeing the being in the blonde's body warily, "Is Rose Tyler ok?"

"I am Rose Tyler. Rose Tyler is the Bad Wolf."

Sophie scowled from where she stood by the exposed console, "That didn't answer my question,"

"I'll be fine," Rose said with certainty gold eyes regarding the brunette and she tilted her head, "Your fate Lost Lonely Child isn't as certain," she mused, tears beginning to well in her eyes as she regarded her friend, her big sister.

Sophie tensed, "What are you on about?"

But Rose made no further response as the engines began to power down, "It's time," she said and the doors to the Tardis were thrown open and Rose walked forward, the bright golden energy surrounding her and all Sophie could do was follow her towards the door, nervous and scared for the blond that had become her little sister, heart pounding against her ribcage.

The Doctor stared at Rose's silhouette, his eyes wide with fright and concern, "What've you done?" he questioned urgently.

"She ripped open the Tardis," Sophie replied as she stepped out anxiously, hands twisting together as she took in the devastation around them, "I tried, but I couldn't," she rambled a little as the Doctor glanced at her, before focusing back on Rose as she spoke.

"I looked into the Tardis, and the Tardis looked into me," Rose cut in.

"You looked into the time vortex. Rose, no one's meant to see that!" the Doctor exclaimed.

On a screen, the Dalek Emperor stared at the glowing human, that was no longer human in that moment, "This is the Abomination!" it cried.

"Exterminate!" a Dalek cried firing a beam.

"Rose!" Sophie cried only for Rose to lift a hand stopping the beam in its tracks, and forcing it back.

"I am the Bad Wolf. I create myself. I take the words," Rose raised a hand to the sign 'Bad Wolf Corporation' high on the wall, "I scatter them in time and space," the words rose up and floated away and Sophie could only stare wide-eyed as another part of her dreams became clearer, "A message to lead myself here."

"Rose, you've got to stop this. You've got to stop this now!" the Doctor said urgently, but got no response, not even a look from the golden glowing eyes, "You've got the entire vortex running through your head. You're going to burn!"

"I want you safe." Rose countered eyes suddenly turning to him, traces of tears on her cheeks as she saw so much, "The Doctor. Protected from the false God."

"You cannot hurt me. I am immortal!" the Emperor denied.

"You are tiny," the Rose corrected, "I can see the whole of time and space. Every single atom of your existence, and I divide them," she raised a hand again and a Dalek in the centre disintegrated into golden particles. "Everything must come to dust. All things. Everything dies. The Time War ends." Rose declared, and she turned her head to regard the rows of Daleks that were watching her and they disintegrated into the liquid-like golden particles.

"Rose," the Doctor called as he approached her, blue eyes concerned, "You've done it. Now stop. Just let it go." He urged.

"How can I let go of this? I bring life." Rose breathed in a hushed tone. And where he lay lifelessly Jack took a breath, eyes fluttering.

"But this is wrong! You can't control life and death," the Doctor told her.

"But I can and I'm not done yet – there's something else I need to do," Rose declared and she turned to Sophie watching her.

The Doctor tensed as Sophie did.

"What are you…" Sophie began as a small portion of golden light rose up around the blond sectioning itself off.

"Rose, whatever it is don't. Sophie is your friend. Your sister!" the Doctor shouted stepping closer again, hearts pounding fearfully in his chest at just what that energy could… would do to his Annie-Girl.

"And that's why I must," Rose countered and the sectioned off portion shot at Sophie. The golden energy quickly hitting her eyes, and disappeared into her leaving her blinking dazedly as a shiver ran up and down her spine and began to spread swiftly making her knees feel weak and her eyes itch. She staggered, but managed to keep her feet.

The Doctor rushed to her, touching her face with concern as he stared at her, "Annie-Girl, are you alright?"

Sophie slowly nodded, "My eyes kind of itch and I'm kinda tingly under my skin," she murmured as she flexed her fingers briefly before reaching up to rub at her irritated eyes.

The Doctor pulled his sonic scanning her urgently, his heart in his throat, only to blink in confusion, nothing seemed to have changed, everything seemed to be normal, well normal for Sophie. He frowned and turned his eyes to Rose who was still standing just watching them with a satisfied smile, "What did you do!" he demanded to know, his voice hardening.

Rose tilted her head slightly unaffected by his tone as she basked in her success, "Something, you'll thank me for… one day," she said with absolute certainty.

The Doctor stared at her nonplussed and somewhat afraid for the brunette, scanning her again to check on her, only to find everything as it was… what had Rose done! "Then tell me what you did!" he urged as he looked at her again.

Rose frowned however as she became aware of something other than the bright encompassing feeling of the vortex and the knowledge it was giving her, "Why do I hurt?"

The Doctor stilled, slipping his sonic back into his pocket, his hearts still pounding, "The power's going to kill you… and it's all my fault."

"I can see everything. All that is, all that was, all that ever could be."

The Doctor nodded, "That's what I see. All the time. And doesn't it drive you mad?"

"My head," Rose whimpered.

"Come here," the Doctor urged and Rose went to him.

"It's killing me." She breathed and Sophie stiffened again, blue eyes afraid for the blond.

The Doctor smiled sadly, "I think you need a Doctor," he countered and reached up with his hands to touch her temples and the golden light began to transfer as the Doctor pulled it from her, swiftly catching her as she fainted so that he could lower her carefully to the floor, before he turned and exhaled the golden vortex back into the Tardis, before he turned to Sophie, "You still alright?"

Sophie nodded, "Yeah. I don't really feel different. The tingles stopped and everything… what did she do?"

The Doctor shook his head, glancing down at the blond who was still unconscious, "I don't know," he admitted with a slight grimace, before bent and picked her up, "We need to leave," he stated and Sophie followed him into the Tardis. The Ship dematerializing shortly after.

 ***O*O*O***

"You still feeling alright?" the Doctor asked as he eyed Sophie with concern as they stood by the console, Rose lying still asleep on the grilling by the console.

Sophie nodded, "Yeah. It's like she never hit me with the vortex at all," The Doctor nodded and then grimaced as golden light shimmered under his skin, "Doctor?" she asked with concern.

The Doctor smiled sadly at her, "It's alright…"

Sophie stared at him, heart in her throat and eyes widening, "It's happening isn't it… you're going to regenerate… aren't you?" she asked tears beginning to well in her eyes.

"I absorbed all the energy of the time vortex. No-ones meant to do that – not even Time Lords… especially not Time Lords," the Doctor explained, grimacing as his skin shimmered again as he held it back – determined not to go yet… not whilst Rose was still sleeping. He couldn't do that to her… and he needed to ask her again, about what she'd done to his Annie-Girl and who knew if he'd remember to do so in the aftermath of the change.

Sophie felt her lower lip tremble, despite knowing that he'd only be changed, that he'd still be him… she wasn't ready to say goodbye… a tear slipped free and slid down her cheek and she sucked in a shaky breath, "I… I'll miss your face," she choked out around the lump in her throat.

"What this daft old mug?" the Doctor pointed at his face, trying to make light of it just a little, wanting to see her smile, succeeding in getting a watery one.

"It's a good face… a brilliant face! …Fantastic face!" she corrected vehemently staring at him, blinking away her tears with an effort, refusing to let them obscure her vision.

Sophie stilled as the Doctor's expression shifted, his gaze becoming intense as he focused on her, and she blinked up at him, unsure of what had just shifted, as a tension coiled in the air between them. One that had her shifting a bit, not uncomfortable, but not comfortable either. Her eyes unable to tear away from his, not that she was trying all that hard… or at all… not when this would be the last time she'd see him with this face. A face she'd become so fond of…

"W-What is it?" Sophie asked quietly, finding her voice again.

The Doctor inched a bit closer, his hearts racing as he held back the regeneration energy… he probably shouldn't do it, not like this, but he didn't want to go with regret… not after having felt it's burn so hotly after he'd sent her away. And who knew who he'd be after it was all over… and he wanted to even if it was just this once.

"Annie-Girl… you'll have to forgive me," he murmured lowly, his voice strained.

Sophie blinked again mildly confused, "For what? Lying?" she smiled lightly, "Consider yourself forgiven."

"No, not for lying," the Doctor muttered, "But I'll take forgiveness for that too," he conceded.

Sophie frowned confusion growing, the strange tension she couldn't make heads or tails of making her want to squirm on the spot as her stomach fluttered with odd nerves, "Then what,"

"Annie, I don't have much time," the Doctor cut in skin shimmering again and this time beginning to darken and Sophie fell silent, her eyes searching his questioningly.

He lifted a hand, the skin shimmering again briefly, before he touched her soft curls, hesitating for a moment, highly aware of her soft questioning stare and of how little time he had left and everything that he still wanted needed to do before he changed.

"Ah, bugger it," he muttered under his breath, so low that not even Sophie caught the words, before he leaned forward and pressed his lips to hers in a slow, gentle kiss. A soft sound of surprise escaping Sophie as her heart rate sped up further at the suddenness of it… the unexpectedness and her eyes glazed over as a vision hit. The Doctor unable to keep up the trick he'd been utilizing to trick her visions as his regeneration energy surged inside of him.

From where she was lying on the grating Rose blinked awake sitting up a bit confused. Her eyes landing on the two and she stared for a moment unsure of what it was that she was seeing, for a moment before the fog cleared a bit more and she couldn't help the grin. "Bout bleedin' time!" she murmured, her quiet murmuring going unheard by the two.

The Doctor pulled back with reluctance, but he couldn't linger… didn't have the time… he eyed her a little cautiously waiting for her reaction watching her as her eyes blinked into focus.

"Big hair," she muttered as her eyes refocused on him, her mouth slightly agape as she stared up at him… as she processed the man that had blinked across her eyes, even as she was confused as to why the Doctor chosen to apologize for saying goodbye.

The Doctor blinked another grimace drifting across his face, "Not exactly what I was expecting to hear," he muttered not sure exactly what he had been expecting from the somewhat oblivious brunette, before realization hit him and he gave her a bit of a wide-eyed look, skin shimmering again, "Seriously… how big?" he asked a bit cautiously not sure he liked the image that gave him.

Rose shifted up onto her feet eyeing the two of them with confusion, "Big hair? What are you on about?" she asked drawing their attention and then frowned a bit as she took in their sombre expressions. "What happened?"

"Don't you remember?" the Doctor asked, his voice a bit tight with worry at the prospect.

Rose looked thoughtful for a moment, "No… just… um maybe singing… like there was this song," she shrugged a bit helplessly.

The Doctor grimaced pained, "What about what you did? Do you remember what you did to Annie?" he asked urgently. Hopeful that there would be something.

Rose turned wide-eyes to Sophie, "I did something to you… I…" she trailed thoughtful, "I was at home… No, I wasn't I was in the Tardis waiting for you," she gestured at Sophie, "Then you came and there was this light… I can't remember anything else – what did I do?" she asked concerned.

The Doctor exhaled a disappointed breath and grimaced in pain once again… he didn't have enough time to press further as much as he wanted to… he eyed Sophie who still seemed completely fine despite being hit by time vortex energy… and the scans had been clean… damn it he was really starting to hate not knowing things when it came to Annie-Girl.

Rose frowned as she moved a bit closer concerned as she took note of the Doctor darkening skin, the glow shimmering beneath it, "What's happening?"

"The Doctor's doing his Time Lord trick," Sophie replied quietly as the Doctor grimaced again hunching slightly.

Rose blinked, "What Time Lord trick?" she asked still confused.

Sophie blinked in return surprised, before she turned to the Doctor, "You didn't tell her?"

"Tell me what?!" Rose demanded to know, becoming a bit fretful at the Doctor's obvious pain.

The Doctor straightened again, "She didn't ask," he defended.

"I'm asking now!" Rose said a bit waspishly.

The Doctor grimaced again, "I was going to take you both to so many places," he gave a short laugh, the two women staring at him one sadly one still confused, "Barcelona. Not the city Barcelona, the planet Barcelona. You'd both love it," he grinned the action strained, "Fantastic place. They've got dogs with no noses. Imagine how many times a day you'd end up telling that joke, and it's still funny." He gave another short pained laugh.

Rose stared at him, "Then, why can't we go?" she asked her heart beating faster with growing concern.

"Maybe we will, you and Sophie… and me… but not like this,"

Rose stared at him, "You're not making any sense," she glanced over at Sophie who was still staring at the Doctor sadly tears beginning to streak down her cheeks slowly.

"I might never make sense again," the Doctor replied, "I might have two heads or no head… wait, no that's not right, because apparently I'm going to have 'big hair'," he nodded at Sophie.

Rose glanced over at Sophie again perplexed, "What's he on about?"

Sophie swallowed thickly as she forced herself to find her voice again, "He's going to change."

"Change?" Rose parroted still confused as she turned her gaze back to the Doctor eyeing him dubiously.

"Yes. Change," the Doctor gritted out, "But it's bit dodgy this process. You never know what you're going to end up with," he was blasted back by a burst of golden regeneration energy and he hunched over as if he'd been punched.

"Doctor!" Sophie called as she moved for him, Rose only a hesitant step behind.

"Stay away!" the Doctor said urgently.

The two stopped and Sophie fought the urged to twist her hands together anxiously. He hadn't said anything about it being like this… about the pain it caused… he hadn't said much of anything about it after he'd initially told her about it.

"You both need to stay back," he said more gently, "This process is, can" he corrected, "Also be a bit uh… explosive you could say. You don't want to be caught in it."

Rose stared at him wide-eyed still, "Can't you do something to stop it… to not change?" she asked.

The Doctor shook his head, "Can't process is started – gotta see it through. But before I go… Sophie, Rose… I just want to tell you both, that you're fantastic," his gaze shifted from one to the other as they stared at him, eyes lingering on Sophie's tear streaked face, "Absolutely fantastic. And do you know what?" he gave them a final smile, "So was I?"

The Doctor's head was thrown back as the building golden regeneration energy burst from him and Sophie and Rose staggered back a bit at the power behind the explosion of energy. The two staring as his features slowly morphed into a new man before their eyes.

Sophie swallowed as the light began to recede and the man she'd seen briefly in her vision was left behind… he staggered forward slightly, but managed to keep his feet under him as he righted himself. His gaze landing on the two women who were staring at him.

"Hello!" he said mildly confused for a moment as his brain tried to sort itself out after the explosive regeneration, "Ok. Ooo," he muttered distracted by the strange feel of his new mouth running his tongue over his teeth, "New teeth. That's weird," he grinned at his companions, "So, where was I?" he asked them, but then spoke again before either could even take a breath to form a response, "Oh, that's right. Barcelona."

 **A/N:** I can hardly believe that this fic has reached its final chapter. I don't think I've ever completed a fic this fast before ever! I'm not sure yet when the next instalment of The Lost Girl Chronicles will be posted, but with the rate I'm going at the moment… I'm sure it won't be long.

And as sad as I am to have to say goodbye to 9. I'm really looking forward to beginning the 10th Doctor's journey and exploring the relationship between him and Sophie Connolly.

Thanks again everyone for all your support!

Frosty600.


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